Common use of Additional Amounts Clause in Contracts

Additional Amounts. (a) All payments of principal and interest in respect of the Notes shall be made free and clear of, and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. (b) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to the payment of those Additional Amounts had that beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of the payment.

Additional Amounts. (a) All payments of principal and interest in respect of the Notes shall this Guaranty will be made free and clear of, and without withholding or deduction or withholding for or on account of for, any present or future taxes, duties, assessments or other governmental charges of whatsoever whatever nature (collectively, "TAXES") imposed, levied, collected, withheld or assessed by or within any jurisdiction in which Loral Space is then incorporated (or the United States jurisdiction of incorporation of any successor of Loral Space) or any other jurisdiction in which Loral Space (or such successor) is resident for tax purposes or any political subdivision or taxing authority of thereof or in the United Statestherein (hereinafter, a "RELEVANT JURISDICTION"), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. (b) The Company . In the event that any such withholding or deduction in respect of such payment is so required, Loral Space, or any successor, shall pay to a Holder who is not a United States person such additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that every net payment will result in receipt by each Holder of a Note of such gross amount as would have been received by such Holder or the principal of and premium, if any, and interest on the Notes beneficial owner with respect to such HolderNote, after as applicable, had no such withholding or deduction (including any withholding or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note deduction applicable to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts payable) been required, except that no Additional Amounts will be payable for or on account of: (i1) any tax, assessment or other governmental charge Taxes that would not have been imposed but for for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes between such Holder or the receipt of payments in respect of those Notes) between that Holder (or the such beneficial owner for whose benefit such Holder holds such Notes), (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, that Holder or beneficial ownersuch Holder, if that such Holder or beneficial owner is an estate, trust, partnership or corporation, ) and the United StatesRelevant Jurisdiction, including that such Holder (or beneficial owner, or that such fiduciary, settlor, beneficiary, member, shareholder or possessor possessor) being or having been a citizen national, domiciliary or resident of or treated as a resident of the United States thereof or being or having been present or engaged in a trade or business or present in the United States therein or having had a permanent establishment in the United States or therein; or (B) the presentation of a debt security for payment on a date more than 30 days after the later Section 881(c)(3)(A) of the date on which that payment becomes due and payable and the date on which payment is duly provided forCode (or any successor provision); (ii2) any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization transfer or similar tax, assessment or other governmental charge; (iii3) any tax, assessment Tax that is imposed or other governmental charge imposed on foreign personal holding company income or withheld by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor failure of a power over, the Holder or beneficial ownerowner of a Security to timely comply with a request of Loral Space, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect addressed to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (A) to provide reasonably required or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements requested information concerning the nationality, residence, residence or identity or connections with the United States of America of the Holder or such beneficial owner or (B) to make any Holder reasonably required or requested declaration, filing or claim or satisfy any reasonably required or requested information or reporting requirement, which, in the case of (includingA) or (B), but not limited tois required or imposed by statute, treaty, regulation or administrative practice of the requirement taxing jurisdiction as a precondition to provide exemption from all or part of such Tax; provided, however, that (i) providing information required by Internal Revenue Service Forms W-8BENW-8, Forms W-8BEN-EW-9, Forms W-8ECI, or 1001 and 4224 and any subsequent versions thereof or successor thereto, successors thereto and including, without limitation, any documentation requirement under an applicable income tax treaty); (viiii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, execution and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version delivery of such Sections), any current forms is deemed to be reasonably required or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewithrequested; or (x4) any combination of items (i1), (ii), (iii), (iv), (v), (vi), (vii), (viii2) and (ix) above3); nor shall any Additional Amounts be paid with respect to payment of the principal of or any premium or interest on any such Note, to any Holder that is not the sole beneficial owner of the Notes, (including any fiduciary or a portion of the Notes, or that is a fiduciary, partnership or limited liability company partnership) to the extent that a the beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to such Additional Amounts had it been the Holder of the Note. (b) Where required by applicable law, Loral Space or any Paying Agent, as the case may be, shall also (1) make such withholding or deduction in respect of any Taxes and (2) remit the full amount withheld or deducted to the relevant authority in accordance with applicable law. Loral Space shall furnish to each Holder of Notes, within 30 days after the date the payment of those any Taxes is due pursuant to applicable law, certified copies of tax receipts satisfactory to the Trustee evidencing such payment by Loral Space. (c) Whenever there is mentioned in any context the payment of principal of or any premium or interest on, or in respect of, a Note, or the net proceeds received from Loral Space on the sale or exchange of any Note, such mention shall be deemed to include mention of the payment of Additional Amounts had provided for in this Section 4.15 to the extent that, in such context, Additional Amounts are, were, or would be payable in respect thereof pursuant to this Section 4.15. (d) Loral Space shall pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges, or similar levies that beneficiaryarise in any jurisdiction from the execution, settlordelivery, member enforcement or beneficial owner received directly its beneficial registration of this Guaranty or distributive share any other document or instrument relating thereto, or the receipt of any payments with respect to the paymentNotes, excluding such taxes, charges, or similar levies imposed by any jurisdiction outside of any jurisdiction in which Loral Space or the Paying Agent is located or incorporated (except those resulting from or required to be paid in connection with, the enforcement of Notes or any other such document or instrument following the occurrence of any Loral Space Event of Default with respect to the Notes), and shall indemnify the Holders for any such taxes paid by such Holders. (e) The foregoing obligations shall survive any termination, defeasance or discharge of this Guaranty.

Additional Amounts. (a) All payments of principal and interest in respect of the Notes shall be made free and clear of, and premium (if any) and interest on, the Notes or under the Subsidiary Guarantees or the JV Subsidiary Guarantees will be made without withholding or deduction or withholding for for, or on account of of, any present or future taxes, duties, assessments or other governmental charges of whatsoever whatever nature imposedimposed or levied by or within any jurisdiction in which the Company, levieda Surviving Person (as defined under Section 5.01), collected, withheld an applicable Subsidiary Guarantor or assessed by the United States an applicable JV Subsidiary Guarantor is organized or resident for tax purposes or any jurisdiction from or through which payment is made (or any political subdivision or taxing authority of thereof or in the United Statestherein) (each, as applicable, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. (b) The Company shall . In the event that any such withholding or deduction is so required, the Company, a Surviving Person, the applicable Subsidiary Guarantor or the applicable JV Subsidiary Guarantor, as the case may be, will pay to a Holder who is not a United States person such additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided) as will result in receipt by the Holder of each Note of such amounts as would have been received by such Holder had no such withholding or deduction been required, however, except that the Company shall not be required to make any payment of no Additional Amounts shall be payable: (i) for or on account of: (iA) any tax, duty, assessment or other governmental charge that would not have been imposed but for for: (A1) the existence of any present or former connection (between the Holder or beneficial owner of such Note, Subsidiary Guarantee or Security Document, as the case may be, and the Relevant Jurisdiction other than a connection arising solely from the ownership of those Notes merely holding such Note or the receipt of payments in respect of those Notes) between that Holder (thereunder or under a Subsidiary Guarantee or JV Subsidiary Guarantee, as the beneficial owner for whose benefit case may be, including, without limitation, such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident of the United States thereof or being or having been physically present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment in the United States or therein; (B2) the presentation of a debt security for payment on a date such Note (in cases in which presentation is required) more than 30 days after the later of the date on which that the payment becomes of the principal of, premium, if any, and interest on, such Note became due and payable and pursuant to the date on which payment is terms thereof or was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period; (ii3) the failure of the Holder or beneficial owner to comply with a timely request of the Company, a Surviving Person, any Subsidiary Guarantor or JV Subsidiary Guarantor addressed to the Holder to provide information concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced or eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner; or (4) the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (B) any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge; (iiiC) any withholding or deduction that is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive amending, supplementing or replacing such Directive or any law implementing or complying with, or introduced in order to conform to, such Directive or Directives; (D) any tax, assessment assessment, withholding or other governmental charge imposed on foreign personal holding company income or deduction required by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (or any amended or successor version of such Sections“FATCA”), any current or future regulations Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance thereunderenacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction pursuant to the implementation of FATCA, or any other agreement (including any intergovernmental agreement) entered into in connection therewithpursuant to the implementation of FATCA; or (xE) any combination of items taxes, duties, assessments or other governmental charges referred to in the preceding clauses (iA), (iiB), (iii), (iv), (v), (vi), (vii), (viiiC) and (ixD); or (ii) above; nor shall any Additional Amounts be paid to any a Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company person other than the sole beneficial owner of any payment, to the extent that such payment would be required to be included for tax purposes in the income under the laws of a beneficial owner with respect to the Holder, Relevant Jurisdiction of a beneficiary or settlor with respect to the fiduciary fiduciary, or a member of that partnership, limited liability company partnership or a beneficial owner thereof who would not have been entitled to the payment of those such Additional Amounts had that beneficiary, settlor, member partner or beneficial owner received directly its beneficial been the Holder thereof. (b) Whenever there is mentioned in any context the payment of principal, premium or distributive share interest in respect of any Note, any Subsidiary Guarantee or any JV Subsidiary Guarantee, such mention shall be deemed to include payment of Additional Amounts provided for in this Indenture to the paymentextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (c) If the Company, any Subsidiary Guarantor or any JV Subsidiary Guarantor will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or the relevant Subsidiary Guarantees or JV Subsidiary Guarantees, the Company or such Subsidiary Guarantor or JV Subsidiary Guarantor shall deliver to the Trustee and the Agents, at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or such Subsidiary Guarantor or JV Subsidiary Guarantor, as applicable, shall notify the Trustee and the Agents promptly thereafter), an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Officers’ Certificate must also set forth any other information necessary to enable the Agents to pay Additional Amounts to the Holders on the relevant payment date.

Additional Amounts. (a) All payments of principal and interest in respect of the Notes shall be made free and clear of, and premium (if any) and interest on the Notes or under the Subsidiary Guarantees and JV Subsidiary Guarantees will be made without withholding or deduction or withholding for for, or on account of of, any present or future taxes, duties, assessments or other governmental charges of whatsoever whatever nature imposedimposed or levied by or within any jurisdiction in which the Company, levied, collected, withheld a Surviving Person or assessed by the United States an applicable Subsidiary Guarantor or JV Subsidiary Guarantor is organized or resident for tax purposes (or any political subdivision or taxing authority of thereof or in therein), including, without limitation, the United StatesPRC (each, as applicable, a “Relevant Jurisdiction”), or any jurisdiction through which payments are made, unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. (b) The Company shall . In the event that any such withholding or deduction is so required, the Company, a Surviving Person or the applicable Subsidiary Guarantor or JV Subsidiary Guarantor, as the case may be, will pay to a Holder who is not a United States person such additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided) as will result in receipt by the Holder of each Note of such amounts as would have been received by such Holder had no such withholding or deduction been required, however, except that the Company shall not be required to make any payment of no Additional Amounts shall be payable: (i) for or on account of: (iA) any tax, duty, assessment or other governmental charge that would not have been imposed but for for: (A1) the existence of any present or former connection (between the Holder or beneficial owner of such Note and the Relevant Jurisdiction or the jurisdiction through which payments are made, other than a connection arising solely from the ownership of those Notes merely holding such Note or the receipt of payments in respect of those Notes) between that Holder (thereunder or the beneficial owner for whose benefit under a Subsidiary Guarantee or JV Subsidiary Guarantee, including, without limitation, such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident of the United States thereof or being or having been physically present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment in the United States or therein; (B2) the presentation of a debt security for payment on a date such Note (in cases in which presentation is required) more than 30 days after the later of the date on which that the payment becomes of the principal of, premium, if any, and interest on, such Note became due and payable and pursuant to the date on which payment is terms thereof or was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period; (ii3) the failure of the Holder or beneficial owner to comply with a timely request of the Company, a Surviving Person, any Subsidiary Guarantor or any JV Subsidiary Guarantor addressed to the Holder to provide information concerning such Holder’s or its beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction or the jurisdiction through which payments are made, if and to the extent that due and timely compliance with such request is required under the tax laws of such jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder; or (4) the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction or the jurisdiction through which payments are made, unless such Note could not have been presented for payment elsewhere; (B) any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in lawis payable otherwise than by withholding or deduction from payments of principal, regulation, premium (if any) and interest on the Notes or administrative from payments under the Subsidiary Guarantees or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs laterJV Subsidiary Guarantees (if any); (ixD) any taxes payable under Sections tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (or any amended or successor version of such Sections“FATCA”), any current or future regulations Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance thereunderenacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA, or any agreement (including any intergovernmental agreement) entered into in connection therewithwith the U.S. Internal Revenue Service under FATCA; or (xE) any combination of items taxes, duties, assessments or other governmental charges referred to in the preceding clauses (iA), (iiB), (iii), (iv), (v), (vi), (vii), (viiiC) and (ixD); or (ii) above; nor shall any Additional Amounts be paid to any a Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of a beneficial owner with respect to Relevant Jurisdiction or the Holderjurisdiction through which payments are made, for tax purposes, of a beneficiary or settlor with respect to the fiduciary fiduciary, or a member of that partnership, limited liability company partnership or a beneficial owner thereof who would not have been entitled to the payment of those such Additional Amounts had that beneficiary, settlor, member partner or beneficial owner received directly its beneficial been the Holder thereof. (b) Whenever there is mentioned in any context the payment of principal of, and any premium or distributive share interest on, any Note or under any Subsidiary Guarantee or JV Subsidiary Guarantee, such mention shall be deemed to include payment of Additional Amounts provided for in this Indenture to the paymentextent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) All payments of principal and interest made by the Company or any Guarantor in respect of the Notes or the related Guarantees shall be made free and clear of, of and without withholding or deduction or withholding for or on account of any present or future taxes, duties, assessments Taxes imposed or levied by or on behalf of any Taxing Authority of Brazil or Luxembourg or other governmental charges jurisdiction in which the Company, such Guarantor or any paying agent of whatsoever nature imposedthe Company or any Guarantor is organized or engaged in business for tax purposes (any of the aforementioned being a “Taxing Jurisdiction”), levied, collected, unless Taxes are required to be withheld or assessed deducted by law or by the United States interpretation or administration thereof. If Taxes are required to be withheld or deducted by a Taxing Authority within any Taxing Jurisdiction, from any payment made by the Company or any political subdivision Guarantor, as the case may be, then the Company or taxing authority of or in such Guarantor, as the United Statescase may be, unless such withholding or deduction is required by law. (b) The Company shall pay to a Holder who is not a United States person such additional amounts (“Additional Amounts”) as may be necessary so that every the net payment amount received by each Holder of the principal of and premium, if any, and interest on the Notes to (including Additional Amounts) after such Holder, after withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than equal the amount provided in the Note to be then due and payable (Holder would have received if such amounts, the “Additional Amounts”)Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of no Additional Amounts for or on account ofshall be payable with respect to: (i) any tax, assessment Tax imposed by the United States or other governmental charge by any political subdivision or Taxing Authority thereof or therein; (ii) any Taxes that would not have been imposed so imposed, deducted or withheld but for (A) the existence of any present connection between the Holder or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), of a Note (or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder Holder or beneficial ownerowner of such Note, if that the Holder or beneficial owner is an estate, nominee, trust, partnership partnership, limited liability company or corporation) and the relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the relevant Taxing Jurisdiction), other than the mere receipt of such payment or the ownership or holding or enforcement of such Note; (iii) any estate, inheritance, gift, sales, value-added, excise, transfer or personal property Tax or similar Tax; (iv) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to the Notes or the Guarantees; (v) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of a Note or beneficial owner of any payment on the Guarantee of such Note had (A) made a declaration of non-residence, or any intermediary through other claim or filing for exemption, to which a beneficial owner holds Notes to comply it is entitled or (B) complied with any certification, identification, information, documentation or other reporting requirements requirement concerning the nationality, residence, identity or connections connection with the United States relevant Taxing Jurisdiction of America such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law, treaty, regulation, or official administrative practice of the beneficial owner Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, Holders at that time have been notified by such Guarantor or any other Person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); (vi) any Taxes that would not have been so imposed, deducted or withheld 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 (including, but not limited to, would have been entitled to Additional Amounts had the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BENNote been presented on the last day of such 30-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treatyday period); (vii) any tax, assessment payment under or other governmental charge imposed as with respect to a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid Note to any Holder that is not a fiduciary or partnership or any Person other than the sole beneficial owner of the Notessuch payment or Note, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or such fiduciary, a member of that partnership, limited liability company such partnership or a the beneficial owner thereof of such payment or Note would not have been entitled to the payment of those Additional Amounts had that such beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share been the actual Holder of such Note; (viii) any Luxembourg registration duties (droit d’enregistrement) payable in the case of a voluntary registration of the paymentNotes (and/or any document in relation therewith) by any holder or beneficial owner of such Notes with the Administration de l’Enregistrement des Domaines et de la TVA in Luxembourg, when such registration is not required to maintain, preserve or enforce the rights of that holder or beneficial owner under the Notes (and/or any document in relation therewith); or (ix) any combination of items (i) through (viii) above. Notwithstanding any other provisions contained herein, each of the Issuers, any Guarantor or any other person making payments on behalf of the Issuers shall be entitled to deduct and withhold as required, and shall not be required to pay, any Additional Amounts with respect to any such withholding or deduction imposed on or in respect of any Note pursuant to Sections 1471 through 1474 of the Code (commonly referred to as “FATCA”), any treaty, law, regulation or other official guidance enacted by any jurisdiction implementing FATCA, any agreement between any of the Issuers, any Guarantor or any other person and the United States or any jurisdiction implementing FATCA, or any law of any jurisdiction implementing an intergovernmental approach to FATCA. (b) Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any Note or any Guarantee, 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. (a) All payments of of, or in respect of, principal of, and premium (if any) and interest (including PIK Interest) in respect of the Notes shall (including PIK Notes) or the Subsidiary Guarantees will be made free and clear ofwithout withholding or deduction for, and without deduction or withholding for or on account of of, any present or future taxes, duties, assessments or other governmental charges of whatsoever whatever nature imposedimposed or levied by or within any jurisdiction in which the Company, levied, collected, withheld a Surviving Person or assessed by the United States applicable Subsidiary Guarantor is organized or resident for tax purposes (or any political subdivision or taxing authority of thereof or in the United Statestherein) (each a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. (b) The Company shall . In the event that any such withholding or deduction is so required, the Company, a Surviving Person or the applicable Subsidiary Guarantor, as the case may be, will pay to a Holder who is not a United States person such additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided) as will result in receipt by the Holder of each Note or the Subsidiary Guarantees, howeveras the case may be, of such amounts as would have been received by such Holder had no such withholding or deduction been required, except that the Company shall not be required to make any payment of no Additional Amounts shall be payable: (1) for or on account of: (iA) any tax, duty, assessment or other governmental charge that would not have been imposed but for for: (Ai) the existence of any present or former connection (between the Holder of such Note and the Relevant Jurisdiction other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit merely holding such Note, including such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen national, domiciliary or resident of or treated as a resident of the United States thereof or being or having been physically present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment in the United States or therein; (Bii) the presentation of a debt security for payment on a date such Note (in cases in which presentation is required) more than 30 days after the later of the date on which that the payment becomes of the principal of, premium, if any, and interest on, such Note became due and payable and pursuant to the date on which payment is terms thereof or was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30 day period; (iii) the failure of the Holder, despite being required by law, to comply with a timely request of the Company addressed to the Holder or beneficial owner to provide information concerning such Holder’s nationality, residence, identity or connection with any Relevant Jurisdiction, 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; or (iv) the presentation of such Note (where presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (iiB) any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge; (iiiC) any taxwithholding or deduction that is imposed or levied on a payment to an individual and is required to be made pursuant to European Council Directive 2004/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, assessment 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directives; or (D) any combination of taxes, duties, assessments or other governmental charge imposed on foreign personal holding company income or by reason of a Holder charges referred to in the preceding clauses (or the beneficial owner for whose benefit such Holder holds such NotesA), or a fiduciary, settlor, beneficiary of, member or shareholder (B) and (C); or (2) with respect to any payment of the principal of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any taxon, assessment such Note or other governmental charge required to be withheld by any paying agent from any payment of principal of or premiumunder any Subsidiary Guarantee to the Holder, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of the Relevant Jurisdiction, for tax purposes, of a beneficial owner beneficiary or settlor, with respect to the Holderfiduciary, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company partnership or a beneficial owner thereof who would not have been entitled to the payment of those such Additional Amounts had that beneficiary, settlor, member partner, person or beneficial owner received directly its beneficial been the registered Holder thereof. (b) Whenever in this Indenture or distributive share in the Notes there is mentioned, in any context, the payment of principal, any premium or interest, in respect of any Note or Subsidiary Guarantee, such mention shall be deemed to include payment of Additional Amounts to the paymentextent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) All payments made by the Company under or with respect to the Securities and by the Guarantor under or with respect to the Guarantee (the Issuer and the Guarantor being referred to for purposes of principal this section "Additional Amounts" individually as an "Obligor" and interest in respect of collectively as the Notes shall "Obligors") will be made free and clear of, and without withholding or deduction or withholding for or on account of any present or future taxesof, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. (b) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed upon such Holder or levied by or 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"), unless the applicable Obligor or any successor, as the case may be, is required to withhold or deduct Taxes by law or by the United States of America interpretation or administration thereof by the relevant governmental authority or agency. If any Obligor or any taxing authority thereof successor, as the case may be, is so required to withhold or thereindeduct any amount for or on account of Taxes from any payment made under or with respect to the Securities or the Guarantee, shall 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 such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted; provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of no Additional Amounts for or on account of: will be payable with respect to a payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) with which the Company does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment or (ii) which is subject to such Taxes by reason of its being connected with Canada or any taxprovince or territory thereof otherwise than by the mere acquisition, assessment holding or other governmental charge that would not have been imposed but for (A) disposition of the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes Securities or the receipt of payments thereunder. The Obligors will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant government authority in respect of those Notes) between that Holder (or accordance with applicable law. The Obligors will furnish to the beneficial owner for whose benefit such Holder holds such Notes)Holders, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than within 30 days after the later date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment. The Obligors will, jointly and severally, indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the date on which that payment becomes due amount of (i) any Taxes so levied or imposed and payable and paid by such Holder as a result of payments made under or with respect to the date on which payment is duly provided for; Securities or the Guarantee, (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gainsliability (including penalties, interest equalization and expenses) arising therefrom or similar taxwith respect thereto, assessment or other governmental charge; and (iii) any tax, assessment Taxes imposed with respect to any reimbursement under (i) or other governmental charge imposed on foreign personal holding company income or (ii) so that the net amount received by reason of a Holder (or the beneficial owner for whose benefit such Holder holds after such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation Securities is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers' Certificate stating the fact that accumulates earnings such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to avoid U.S. federal income tax; (iv) enable such Trustee to pay such Additional Amounts to Holders on the payment date. Whenever this Indenture mentions, in any taxcontext, assessment or other governmental charge which is payable otherwise than by withholding from the payment of principal of or (and 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. The Company will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Securities or any other document or instrument in relation thereto, or interest on the Notes receipt of that Holder; (v) any taxpayments with respect to the Securities, assessment excluding such taxes, charges or other governmental charge required to be withheld similar levies imposed by any paying agent from any payment jurisdiction outside of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power overCanada, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or jurisdiction of incorporation of any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) any jurisdiction in which a controlled foreign corporation that paying agent is related located, and has agreed to indemnify the Company within the meaning Holders for any such taxes paid by such Holders. The foregoing obligations shall survive any termination, defeasance or discharge of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after this Indenture and the payment becomes due of all amounts owing under or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to Securities and the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to the payment of those Additional Amounts had that beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of the payment.Guarantee. ARTICLE ELEVEN

Additional Amounts. (a) All payments of principal and interest in that the Issuers make under or with respect of to the Notes shall and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of, of and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. (b) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed upon such Holder or levied by or on behalf of Canada, the United States of America States, or any other jurisdiction in which either Issuer or any Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which either of the Issuers, any Guarantor or any of their paying agents makes any payment on the Notes or Guarantee, or by, in each case any political subdivision or taxing authority or agency thereof or thereintherein (each, shall a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any Guarantor or any other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guarantee, such Issuer or such Guarantor, as the case may be, will pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to the Additional Amounts) will be not be less than the amount provided in the Note Holder or beneficial owners would have received if such Taxes had not been required to be then due and payable withheld or deducted. (such amounts, b) Neither the “Additional Amounts”); providedIssuers nor any Guarantor will, however, that the Company shall not be required to make any payment of pay Additional Amounts for in respect or on account of: (i1) any tax, assessment or other governmental charge Taxes that would not have been imposed or levied but for (A) the existence of any a present or former connection (other than including, but not limited to, citizenship, nationality, residence, domicile, incorporation, or existence of a connection arising solely from the ownership business, a permanent establishment, a dependent agent, a place of those Notes business or the receipt a place of payments in respect of those Notesmanagement present or deemed present within such Relevant Taxing Jurisdiction) between that such Holder (or the beneficial owner for whose benefit such Holder holds such Notes), (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, that such Holder or beneficial owner, if that such Holder or beneficial owner is an estate, trust, partnership partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (other than any connection arising solely from the acquisition, ownership or disposition of the Notes, the receipt of payments under or with respect to the Notes or any Guarantee, or the exercise or enforcement of rights under or with respect to the Notes, this Indenture or any Guarantee); (2) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Issuers’ written request addressed to the Holder (and made at a time that would enable the Holder or beneficial owner acting reasonably to comply with that request, and in all events at least 30 calendar days before the United Statesrelevant date on which payment under or with respect to the Notes or any Guarantee is due and payable) to comply with any certification or identification requirements, including whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction), but in each case only to the extent that the Holder or beneficial owner, or that fiduciaryas the case may be, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided forlegally eligible to provide such certification; (ii3) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental chargeTaxes; (iii4) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge Tax which is payable otherwise than by deduction or withholding from payment of principal of payments made under or premium, if any, or interest on with respect to the Notes of that HolderNotes; (v5) any taxCanadian Taxes paid or payable by reason of (i) the Holder, assessment beneficial owner or other governmental charge required recipient of the amount not dealing at arm’s length with the Issuer or a Guarantor for the purposes of the Income Tax Act (Canada), or (ii) the Holder or beneficial owner being, or not dealing at arm’s length with, a “specified shareholder” of the Issuer for the purposes of subsection 18(5) of the Income Tax Act (Canada); (6) any Tax imposed on or with respect to be withheld by any paying agent from any payment of principal of by the Issuers or premium, if any, or interest on a Guarantor to the Notes of that Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which to the extent that Taxes would not have been imposed but for on such payment had the failure of a Holder (beneficiary, partner or the other beneficial owner for whose benefit such Holder holds directly held the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty)Note; (vii7) any tax, assessment Tax that is imposed or other governmental charge imposed as a result levied by reason of a Holder the presentation (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner where presentation is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined required in Section 871(h)(3)(Border to receive payment) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) Notes for payment on a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective date more than 15 30 days after the date on which such payment becomes became due and payable or the date on which payment thereof is duly provided for, whichever occurs is later, except to the extent that the beneficial owner or Holder thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such 30 day period; (ix8) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed or levied on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other European Council Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such European Council Directive; (9) any taxes payable under Tax that is imposed or levied on or with respect to a Note presented for payment on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union; (10) any Taxes imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code as of the Issue Date (or and any amended or successor version of such Sections), that is substantially comparable) any current or future regulations or other official guidance thereunder, thereunder or any agreement agreements (including any intergovernmental agreementagreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith; or (x11) any backup withholding pursuant to Section 3406 of the Code. In addition, Additional Amounts will not be payable with respect to any Taxes that are imposed in respect of any combination of items the above items. (c) The Issuers and each Guarantor, if they are applicable withholding agents (or are otherwise required to withhold amounts under applicable law), will (i) make such withholding or deduction required by applicable law and (ii) remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuers and any Guarantor will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any the Issuers will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be paid payable and the amounts so payable and will set forth such other information (other than the identities of Holders and beneficial owners) necessary to enable the Trustee or Paying Agent, as the case may be, to pay such Additional Amounts to Holders and beneficial owners on the relevant payment date. The Trustee will make such payments in the same manner as any other payments on the Notes. The Issuers will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing payment of such Additional Amounts. (e) Upon request, the Issuers or the relevant Guarantor will take reasonable efforts to furnish to the Trustee or a Holder that is not within a reasonable time certified copies of tax receipts or other evidence of the sole beneficial owner payment by the Issuers or such Guarantor, as the case may be, of any Taxes imposed or levied by a Relevant Taxing Jurisdiction. (f) The Issuers and each Guarantor will pay any present or future stamp, issue, registration, court documentation, excise or property taxes or other similar taxes, charges and duties, including interest, additions to tax and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the receipt of any payment under or with respect to the Notes or any Guarantee, the execution, issue, delivery or registration of the Notes, any Guarantee or this Indenture or any other document or instrument referred to thereunder and any such taxes, charges, duties or similar levies imposed by any jurisdiction as a portion result of, or in connection with, the enforcement of the Notes, such Guarantee or that is a fiduciary, partnership this Indenture or limited liability company to any such other document or instrument following the extent that a beneficial owner occurrence of any Event of Default with respect to the HolderNotes. Neither the Issuers nor any Guarantor will, however, pay such amounts that are imposed on or result from a beneficiary sale or settlor with respect to the fiduciary other transfer or disposition by a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to the payment of those Additional Amounts had that beneficiary, settlor, member Holder or beneficial owner received directly its beneficial of a Note. (g) The preceding provisions will survive any termination, defeasance or distributive share discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to the paymentIssuers or any Guarantor is organized, incorporated or otherwise resident or engaged in or carrying on business for tax purposes and any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments of principal and interest in respect made by any Guarantor which is not formed or incorporated under the laws of the Notes shall United States or any State thereof (each a “non-US Guarantor”) under or with respect to such non-US Guarantor’s Guarantee will be made free and clear of, of and without withholding or deduction or withholding for or on account of any present or future taxesTaxes imposed or levied by or on behalf of any Taxing Authority within the Netherlands, dutiesor within any other jurisdiction in which such non-US Guarantor is organized or engaged in business for tax purposes, assessments unless such non-US Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If any non-US Guarantor is required to withhold or deduct any amount for or on account of Taxes imposed by a Taxing Authority within the Netherlands, or within any other governmental charges jurisdiction in which such non-US Guarantor is organized or engaged in business for tax purposes (any of whatsoever nature imposedthe aforementioned being a “Taxing Jurisdiction”), leviedfrom any payment made under or with respect to the Guarantee of such non-US Guarantor, collected, such non-US Guarantor will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Securities (including Additional Amounts) after such withholding or deduction will equal the amount the holder would have received if such Taxes had not been withheld or assessed deducted; provided, however, that no Additional Amounts will be payable with respect to: (1) any Tax imposed by the United States or by any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. (b) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of:; (i2) any tax, assessment or other governmental charge Taxes that would not have been imposed so imposed, deducted or withheld but for (A) the existence of any present connection between the Holder or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), of a Security (or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder Holder or beneficial ownerowner of such Security, if that the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of the execution, delivery, registration or enforcement of such Security); (3) any estate, inheritance, gift, sales excise, transfer or personal property tax or similar tax, assessment or governmental charge, subject to the last paragraph of this Section 11.03; (4) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to the Guarantee of such Security; (5) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Security or beneficial owner of any payment on the Guarantee of such Security had (i) made a declaration of non-residence, or any intermediary through other claim or filing for exemption, to which a beneficial owner holds Notes to comply it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirements requirement concerning the nationality, residence, identity or connections connection with the United States relevant Taxing Jurisdiction of America such Holder or beneficial owner of such Security or any payment on such Security (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the beneficial owner Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or Filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, Holders at that time have been notified by such Guarantor or any Holder (including, but not limited to, the requirement other person through whom payment may be made that a declaration of non-residence or other claim or Filing for exemption or such compliance is required to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treatybe made); (vii6) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge Taxes that would not have been imposed but so imposed, deducted or withheld if the beneficiary of the payment had presented the Security for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 payment within 30 days after the date on which such payment becomes or such Security became due and payable or 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 Security been presented on the last day of such 30-day period); (ix7) any taxes payable payment under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid with respect to a Security to any Holder that is not a fiduciary or partnership or any person other than the sole beneficial owner of the Notessuch payment or Security, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or such fiduciary, a member of that partnership, limited liability company such partnership or a the beneficial owner thereof of such payment, or Security would not have been entitled to the payment of those Additional Amounts had that such beneficiary, settlor, member or beneficial owner received directly its beneficial been the actual Holder of such Security; (8) any note where such withholding or distributive share deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 2003/48/EC of June 3, 2003 on taxation of savings income in the form of interest payments or any law implementing or complying with, or introduced in order to conform to, that Directive; or (9) any combination of items (1) through (8) above. (b) The foregoing provisions shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to a non-US Guarantor. (c) Each applicable non-US Guarantor will also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. Each applicable non-US Guarantor will furnish to the Trustee, within 30 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts or, if such tax receipts are not reasonably available to such non-US Guarantor, such other documentation that provides reasonable evidence of such payment by such non-US Guarantor. Copies of such receipts or other documentation will be made available to the Holders or the paying agents, as applicable, upon request. (d) At least 30 days prior to each date on which any payment under or with respect to any Security is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in which case it shall be promptly paid thereafter, if any non-US Guarantor will be obligated to pay Additional Amounts with respect to such payment, such non-US Guarantor will deliver to the Trustee and the paying agent an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable such Trustee and paying agent to pay such Additional Amounts to Holders of such Securities on the payment date. Each Officer’s Certificate shall be relied upon until receipt of a further Officer’s Certificate addressing such matters. (e) Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any Security, such mention shall be deemed to include mention of the paymentpayment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The non-US Guarantors will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of their respective Guarantees of the Securities, this Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside the United States in which any non-US Guarantor or any successor Person is organized or resident for tax purposes or any jurisdiction in which a paying agent is located, and the non-US Guarantors will agree to indemnify the Holders of the Notes for any such non-excluded taxes paid by such Holders.

Additional Amounts. (a) All payments of principal and interest in respect of the Notes shall be made free and clear of, and premium (if any) (including, for the avoidance of doubt, any Cash Sweep Premium) and interest on, the Notes or under the Parent Guarantee or the Subsidiary Guarantees will be made without withholding or deduction or withholding for for, or on account of of, any present or future taxes, duties, assessments or other governmental charges of whatsoever whatever nature imposedimposed or levied by or within any jurisdiction in which the Company, levieda Surviving Person (as defined under ‎Section 5.01), collected, withheld the Parent Guarantor or assessed by the United States an applicable Subsidiary Guarantor is organized or resident for tax purposes or any jurisdiction from or through which payment is made (or any political subdivision or taxing authority of thereof or in the United Statestherein) (each, as applicable, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. (b) The Company shall . In the event that any such withholding or deduction is so required, the Company, a Surviving Person, the Parent Guarantor or the applicable Subsidiary Guarantor, as the case may be, will pay to a Holder who is not a United States person such additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided) as will result in receipt by the Holder of each Note of such amounts payable under the Notes, howeverthe Parent Guarantee or the Subsidiary Guarantees as would have been received by such Holder had no such withholding or deduction been required, except that the Company shall not be required to make any payment of no Additional Amounts shall be payable: (i) for or on account of: (iA) any tax, duty, assessment or other governmental charge that would not have been imposed but for for: (A1) the existence of any present or former connection (between the Holder or beneficial owner of such Note and the Relevant Jurisdiction other than a connection arising solely from the ownership of those Notes merely holding such Note or the receipt of payments in respect of those Notes) between that Holder (thereunder or under the Parent Guarantee or a Subsidiary Guarantee or the beneficial owner for whose benefit enforcement of rights thereunder, as the case may be, including, without limitation, such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident of the United States thereof or being or having been physically present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment in the United States or therein; (B2) the presentation of a debt security for payment on a date such Note (in cases in which presentation is required) more than 30 days after the later of the date on which that the payment becomes of the principal of, premium (including, for the avoidance of doubt, any Cash Sweep Premium), if any, and interest on, such Note became due and payable and pursuant to the date on which payment is terms thereof or was made or duly provided for, except (i) to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period or (ii) if the Note had to be presented for payment in Mongolia during such 30-day period and could not have been presented for payment elsewhere; (3) the failure of the Holder or beneficial owner to comply with a reasonable request of the Company, a Surviving Person, the Parent Guarantor or any Subsidiary Guarantor addressed to the Holder at least 60 days prior to the first payment with respect to which it is applicable, to provide information concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced (and in such case Additional Amounts will be payable only with respect to such reduced amount) or eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to the Holder, provided further that (i) while the Notes are held in global form, this clause (3) shall apply only if the clearing system has reasonable procedures in place to provide notices to, and collect information from, holders of interests in the global Notes and to allocate payments of additional amounts thereto and (ii) no holder of an interest in the Notes that is a pass-through entity, or a beneficial owner that holds an interest in the Notes through such pass-through entity, shall have any obligation to establish eligibility for a reduced withholding tax rate under any income tax treaty to the extent it is not reasonably practicable for such holder or beneficial owner to do so; or (4) the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless such Note (i) could not have been presented for payment elsewhere, or (ii) could have been presented for payment only in Mongolia; or (B) any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge;; or (iiiC) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any taxduty, assessment or other governmental charge which is payable otherwise other than by deduction or withholding from payment payments of principal of or premium, if any, interest or interest any premium on the Notes of that Holder;or payments under the Parent Guarantee or the Subsidiary Guarantees; or (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ixD) any taxes payable under imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code Code, or current or future U.S. Treasury Regulations or rulings promulgated thereunder (or any amended or successor version of such Sections“FATCA”), any current or future regulations intergovernmental agreement between the United States and any other jurisdiction to implement FATCA, any law, regulation or other official guidance thereunderenacted or published in any jurisdiction implementing FATCA or an intergovernmental agreement with respect thereto, or any agreement (including any intergovernmental agreement) entered into in connection therewithwith the U.S. Internal Revenue Service under FATCA; or (xE) any combination of items (itaxes, duties, assessments or other governmental charges referred to in the preceding clauses ‎(A), ‎(B), ‎(C), or ‎(D), or (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any a Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company person other than the sole beneficial owner of any payment, to the extent that such payment would be required to be included for tax purposes in the income under the laws of a beneficial owner with respect to the Holder, Relevant Jurisdiction of a beneficiary or settlor with respect to the fiduciary fiduciary, or a member of that partnership, limited liability company partnership or a beneficial owner thereof who would not have been entitled to the payment of those such Additional Amounts had that beneficiary, settlor, member or beneficial owner received directly its beneficial been the Holder thereof. (b) Whenever there is mentioned in any context the payment of principal, premium or distributive share interest in respect of any Note, the paymentParent Guarantee or any Subsidiary Guarantee, such mention shall be deemed to include payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (c) If the Company, the Parent Guarantor or any Subsidiary Guarantor will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Parent Guarantee or the relevant Subsidiary Guarantees, the Company, the Parent Guarantor or such Subsidiary Guarantor shall deliver to the Trustee, at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company, the Parent Guarantor or such Subsidiary Guarantor, as applicable, shall notify the Trustee promptly thereafter), an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Officers’ Certificate must also set forth any other information necessary to enable the Trustee to pay Additional Amounts to the Holders on the relevant payment date.

Additional Amounts. (a) All payments of principal dividends, the Mandatory Redemption Price, the Optional Redemption Price, the Fundamental Change Repurchase Price, the Preference Amount and interest other amounts on the Series A Convertible Preference Shares, including, but not limited to, cash in respect lieu of fractional Ordinary Shares, and all deliveries of Ordinary Shares made on conversion of the Notes Series A Convertible Preference Shares shall be made free and clear of, and without withholding or deduction or withholding for or on account of for, any present or future taxes, duties, assessments or other governmental charges of whatsoever nature (“Taxes”) imposed, levied, collected, withheld or assessed by or within the United States Cayman Islands, People’s Republic of China or any other jurisdiction in which the Company is organized or resident for tax purposes or from which any payment on the Series A Convertible Preference Shares is made (or any political subdivision or taxing authority of Taxing Authority thereof or in the United Statestherein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. (b) The . In the event that any such withholding or deduction is so required, the Company shall pay to a Holder who is not a United States person such additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes Series A Convertible Preference Shares (all such additional amounts being referred to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the herein as “Additional Amounts”); provided) as will result in receipt by the Holder of each Series A Convertible Preference Share of such amounts as would have been received by such Holder had no such withholding or deduction been required, however, except that the Company shall not be required to make any payment of no Additional Amounts shall be payable for or on account of: (i) any tax, assessment or other governmental charge Taxes that would not have been imposed but for for: (A1) the existence of any present or former connection (between the Holder of such Series A Convertible Preference Share and the Cayman Islands, People’s Republic of China or any other jurisdiction in which the Company is organized or resident for tax purposes, other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit merely holding such Series A Convertible Preference Share, including such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen national, domiciliary or resident of or treated as a resident of the United States thereof or being or having been present or engaged in a trade or business or present in the United States therein or having had a permanent establishment in the United States or therein; or (B2) the presentation of a debt security for payment on a date such Series A Convertible Preference Share (if presentation is required) more than 30 calendar days after the later of the date on which that the payment becomes of dividends, the Optional Redemption Price, the Mandatory Redemption Price, the Fundamental Change Repurchase Price, the Preference Amount and other amounts on such Series A Convertible Preference Share became due and payable and pursuant to the terms thereof or the date on which that such payment is was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Series A Convertible Preference Share for payment on any date within such 30 calendar day period; (ii) any estate, inheritance, gift, salessale, transfer, excisestamp, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge;; or (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason combination of a Holder (or Taxes referred to in the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been preceding subsections (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code;). (viiib) any tax, assessment or other governmental charge that would The Company shall not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any pay Additional Amounts be paid to any if the registered Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company Person other than the sole beneficial owner of any payment to the extent that a beneficial owner the beneficiary, partner or settler with respect to such fiduciary, partnership or Person, or the Holder, a beneficiary or settlor with respect to the fiduciary or a member beneficial owner of that partnershippayment, limited liability company or a beneficial owner thereof would not have been entitled to the Additional Amounts if it had been the registered Holder. (c) Whenever there is mentioned in any context, (i) the payment of those dividends, the Optional Redemption Price, the Mandatory Redemption Price, the Fundamental Change Repurchase Price, the Preference Amount and other amounts on any Series A Convertible Preference Share, or (ii) the delivery of Ordinary Shares or cash payments (if any) on conversion of any Series A Convertible Preference Share, such mention shall be deemed to include the payment of Additional Amounts had that beneficiaryto the extent that, settlorin such context, member Additional Amounts are, were or beneficial owner received directly its beneficial or distributive share would be payable with respect thereto. (d) The Company’s ability to pay Additional Amounts is subject to the terms of the paymentSenior Facilities.

Additional Amounts. (ai) All payments of principal and interest in respect of the Notes shall due to be made free and clear of, and by the Insurance Company to the Owner under the terms of this Contract will be made without any withholding or deduction or withholding for or on account of any present Taxes unless the Insurance Company has specified in Schedule A that they have agreed to pay Additional Amounts or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. Subject to Section 4.3, if such withholding or deduction is required by law and the Insurance Company has specified in Schedule A that they have agreed to pay Additional Amounts, the Insurance Company will pay such Additional Amounts as may be required so that the amount received by the Trust or a Beneficial Note Owner under its Note(s), as applicable (net of any such withholding or deduction under this Contract or any Note(s)), will equal the amount that would have been paid under this Contract or under any such Note(s), as the case may be, had no such deduction or withholding been required. (bii) The Company shall pay Notwithstanding anything herein to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amountscontrary, the “Additional Amounts”); provided, however, that the Insurance Company shall not be required to make any payment of any Additional Amounts in accordance with Section 3.6(i) for or on account of: (ia) any tax, assessment or other governmental charge that Taxes imposed which would not have been imposed but for (A) the existence of (1) any present or former connection (other than between the Trust or a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, Beneficial Note Owner and the United States, including that Holder or beneficial ownerincluding, or that fiduciarywithout limitation, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States thereof, or being or having been present therein or engaged in a trade or business therein, or present in (2) the United States Trust's or such Beneficial Note Owner’s status as incorporated therein, or having or having had a permanent establishment in the therein, or being or having been a controlled foreign corporation, a personal holding company, a passive foreign investment company, a corporation that has accumulated earnings to avoid United States federal income tax or a private foundation or other tax-exempt organization, or being or having been an actual or constructive owner of 10% or more of the total combined voting power of all shares of the Insurance Company; (Bb) any Taxes imposed which would not have been imposed but for the presentation by the Trust of this Contract or by a debt security Beneficial Note Owner of any related Note(s) to the Trust (where presentation is required) for payment on a date more than 30 days after the later of the date on which that such payment becomes due and payable and or the date on which payment is duly provided for, whichever occurs later, except to the extent the Trust or the Beneficial Note Owner would have been entitled to Additional Amounts had this Contract or the Note(s), as the case may be, been presented on the last day of such period of 30 days; (iic) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization Taxes which are imposed or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or withheld solely by reason reasons of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), Trust or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes Beneficial Note Owner to comply with certification, information, documentation identification or other information reporting requirements concerning the nationality, residence, identity or connections connection with the United States of America the Trust or Beneficial Note Owner, if compliance is required by statute, by regulation of the beneficial owner United States Treasury Department, by judicial or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, administrative interpretation of such statute or any subsequent versions thereof regulation or successor thereto, and including, without limitation, any documentation requirement under by an applicable income tax treaty)treaty to which the United States is a party as a precondition to exemption from such Taxes; (viid) any taxinheritance, assessment gift, estate, personal property, sales or other governmental charge imposed as a result transfer Taxes; (e) any Taxes that are payable otherwise than by withholding from payments in respect of a Holder (this Contract or the beneficial owner for whose benefit such Holder holds such related Notes), ; (f) any Taxes which are imposed by reason of the Trust or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, Beneficial Note Owner being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving for United States federal income tax purposes whose receipt of interest on the Notes is described in Section section 881(c)(3)(A) of the Internal Revenue Code; (viiig) any tax, assessment Taxes imposed by reason of payments on this Contract or other governmental charge the related Notes being treated as contingent interest described in section 871(h)(4) of the Code; (h) any Taxes that would not have been imposed but for an election by the Trust or a change Beneficial Note Owner the effect of which is to make payment in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after respect of the payment becomes due or is duly provided for, whichever occurs laterNotes subject to United States federal income tax; (ixi) any taxes payable under Sections 1471 through 1474 tax, duty, levy, assessment or governmental charge of any taxing authority other than the Internal Revenue Code (United States, any political subdivision thereof or any amended authority or successor version of such Sections), any current agency therein or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewiththereof having the power to tax; or (xj) any combination of items (ia), (iib), (iiic), (ivd), (ve), (vif), (viig), (viiih) and (ixi) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to the payment of those Additional Amounts had that beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of the payment.

Additional Amounts. (a) All payments of principal and interest in respect 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 Notes shall or any Note Guarantee will be made free and clear of, and without deduction or withholding for for, or on account of of, any and all present or future income, stamp and other taxes, levies, imposts, duties, assessments charges, fees, deductions or other governmental charges of whatsoever nature withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by the United States or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or taxing authority of or in the United Statesforegoing that has the power to tax (each, a “Taxing Jurisdiction”), unless such the deduction or withholding or deduction is required by lawapplicable law or by the interpretation or administration thereof by the relevant governmental authority. (b) The Company shall At any time a relevant Taxing Jurisdiction requires deductions or withholdings of taxes from any payment made under or in respect of the Notes, the Payor will pay to a Holder who is not a United States person such additional amounts (“Additional Amounts”) as may be necessary so that every the net payment of the principal of and premium, if any, and interest on the Notes to such Holderamounts received by each Holder (including Additional Amounts), after such deduction or withholding for (including withholding or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or thereindeduction attributable to Additional Amounts payable hereunder), shall not be less than the amount provided in the Note to be then due and payable Holder would have received had no such deduction or withholding been required. (such amountsc) However, notwithstanding the “Additional Amounts”); providedforegoing, however, that the Company shall not be required to make any payment of no Additional Amounts for or on account of: will be payable to a Holder of a Note by any Payor with respect to: (i) any tax, assessment or other governmental charge taxes that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from between the ownership of those Notes relevant Holder or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), (or between a fiduciary, settlor, beneficiary ofbeneficiary, partner, member or shareholder of, or possessor of a power over, that the relevant Holder or beneficial owner, if that the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including, and without limitation, by virtue of the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor owner being or having been a citizen or resident of, formed pursuant to the laws of, incorporated in or treated as carrying on a resident of the United States or being or business, having been engaged in trade or business or present in the United States or having had a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the United States Holder or beneficial owner purchasing, holding or disposing of the Notes; (Bii) taxes imposed on, or deducted or withheld from, payments in respect of the presentation Notes if such payments could have been made without such imposition, deduction or withholding of a debt security such taxes had such Notes been presented for payment on a date more than (where presentation is required) within 30 days after the later relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that payment becomes due and payable and the date on which payment notice to that effect is duly provided for; given to Holders of the Notes in accordance with this Indenture; (iiiii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, transferexcise, exciseuse, personal property, wealth, capital gains, interest equalization transfer or similar tax, assessment or other governmental charge; ; (iiivii) any tax, assessment tax or other governmental charge penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed on foreign personal holding company income or by reason under Part XVIII of a Holder (the Tax Act or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor similar provisions of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment legislation of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if jurisdiction that Holder or beneficial owner is has entered into an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections agreement with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result for the implementation of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if reporting in that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined jurisdiction in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under compliance with Sections 1471 through 1474 of the Internal Revenue Code Code; or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Payors will furnish to the Trustee, within 30 days after the date the payment of any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other evidence of such payment satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any amended successor provision) as a result of payments made under or successor version with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Sections)Holder or beneficial owner with respect to any reimbursement under clause (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or other guidance thereunderofficial interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any agreement (including fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement) agreement entered into in connection therewith; orwith the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (xg) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall Each Holder entitled to any Additional Amounts be paid shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any Holder information or documentation that is not required by applicable law or by the sole taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a portion Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or that instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is a fiduciaryorganized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, partnership in any context, the payment of principal, premium, if any, interest or limited liability company any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that a beneficial owner with respect to the Holderthat, a beneficiary or settlor with respect to the fiduciary or a member of that partnershipin such context, limited liability company or a beneficial owner thereof would not have been entitled to the payment of those Additional Amounts had that beneficiaryare, settlor, member were or beneficial owner received directly its beneficial or distributive share of the paymentwould be payable in respect thereof.

Additional Amounts. (a) All payments of principal and interest in respect of The amounts to be paid by the Notes Bank hereunder shall be made free and clear of, and paid in United States dollars without withholding or deduction or withholding for or on account of any present or future taxes, duties, assessments duties or other governmental charges imposed under the laws of whatsoever nature imposed, levied, collected, withheld or assessed by the United States Canada or any political subdivision thereof unless the Bank is compelled by law or taxing authority of the administration thereof to deduct or in withhold such taxes, duties or charges. In such an event, the United States, unless such withholding or deduction is required by law. (b) The Company Bank shall pay to a Holder who is not a United States person such additional amounts as may be necessary so in order that every the net payment of the principal of and premium, if any, and interest on the Notes to amounts received after such Holder, after withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than equal the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”)that would have been received if no withholding or deduction had been made; provided, however, that the Company no such additional amounts shall not be required to make any payment of Additional Amounts for or paid on account of: of any taxes, duties or charges (i) any tax, assessment or other governmental charge that would not have been are imposed but for (A) the existence of any due to a present or former connection (of an Underwriter with Canada or any political subdivision thereof other than a connection arising solely from the ownership mere entering into of those Notes this Agreement or the receipt of payments in respect of those Notes) between that Holder (hereunder or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes)an Underwriter to provide any form, certificate, document, or a fiduciaryother information that would have reduced or eliminated such taxes, settlorduties or other charges except where providing such form, beneficiary ofcertificate, member or shareholder ofdocument, or possessor other information would subject such Underwriter to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of power over, the holder or beneficial ownersuch Underwriter. In addition, if that Holder any such taxes, duties or beneficial owner is an estategovernmental charges (other than any such taxes, trust, partnership duties or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America governmental charges excluded from indemnification by reason of the beneficial owner or any Holder (including, but not limited to, proviso in the requirement preceding sentence) ought to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but withheld by the Bank and were not withheld, then the Bank will indemnify the Underwriters against liability for a change in lawsuch taxes, regulationduties or governmental charges, together with any interest or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to the payment of those Additional Amounts had that beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of the paymentpenalties thereon.

Additional Amounts. (a) All payments of principal The Company hereby further agrees, subject to the limitations and interest in respect of the Notes shall be made free and clear ofexceptions set forth below, and without that if any deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States jurisdiction (or any political subdivision or taxing authority of thereof or therein) in which the United States, unless such withholding Company is incorporated or deduction is resident for tax purposes shall at any time be required by law. such jurisdiction (bor any such political subdivision or taxing authority) The in respect of any amounts to be paid by the Company shall under any series of Securities, then the Company will pay to the Holder of a Holder who is not a United States person Security of such series as supplemental interest such additional amounts (“Additional Amounts”) as may be necessary so in order that every the net payment of the principal of and premium, if any, and interest on the Notes amounts paid to such HolderHolder who, after deduction or withholding for or on account of with respect to any present or future such tax, assessment or other governmental charge imposed upon charge, is not resident in such Holder by the United States of America jurisdiction, after such deduction or any taxing authority thereof or thereinwithholding, shall be not be less than the amount provided amounts specified in the Note such Security to be then due and payable (which such amounts, the “Additional Amounts”)Holder is entitled; provided, however, that the Company shall not be required to make any payment of Additional Amounts (i) for or on account of any such tax, assessment or governmental charge imposed by the jurisdiction in which the Company is incorporated or resident for tax purposes (or any political subdivision or taxing authority thereof or therein) or (ii) for or on account of: (iA) any tax, assessment or other governmental charge that would not have been imposed but for (Ax) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that such Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, that Holder or beneficial ownersuch Holder, if that such Holder or beneficial owner is an estate, trust, partnership or corporation, ) and the United Statestaxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including that including, without limitation, such Holder (or beneficial owner, or that such fiduciary, settlor, beneficiary, member, shareholder or possessor possessor) being or having been a citizen or resident or treated as a resident of the United States thereof or being or having been present or engaged in trade or business therein or present in the United States having or having had a permanent establishment in the United States therein or (By) the presentation of a debt security Security (where presentation is required) for payment on a date more than 30 days after the later of the date on which that such payment becomes became due and payable and or the date on which payment thereof is duly provided for, whichever occurs later; (iiB) any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change is payable otherwise than by withholding from payments of (or in law, regulationrespect of) principal of, or administrative any premium or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided forinterest on, whichever occurs latera Security; (ixD) any taxes payable under Sections 1471 through 1474 tax, assessment or other governmental charge that is imposed or withheld by reason of the Internal Revenue Code failure to comply by the Holder or the beneficial owner of a Security with a request of the Company addressed to the Holder (x) to provide information, documents and other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or (y) to make and deliver any amended declaration or successor version other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any information or reporting requirement, which, in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such Sections)tax, any current or future regulations assessment or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewithgovernmental charge; or (xE) any combination of items (iA), (iiB), (iii), (iv), (v), (vi), (vii), (viiiC) and (ix) aboveD); nor shall any Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any series of Security to any Holder that who is not a fiduciary or partnership or other than the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company such payment to the extent that a beneficial owner with respect such payment would be required by the laws of the jurisdictions in which the Company is incorporated or resident for tax purposes (or any political subdivision or taxing authority thereof or therein) to be included in the Holder, income for tax purposes of a beneficiary or settlor with respect to the such fiduciary or a member of that partnership, limited liability company such partnership or a beneficial owner thereof who would not have been entitled to such Additional Amounts had it been the Holder of such series. Whenever in this Indenture there is mentioned, in any context, the payment of those the principal of, or premium, if any, or interest, if any, on, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts had that beneficiaryprovided for in this Section to the extent that, settlorin such context, member Additional Amounts are, were or beneficial owner received directly its beneficial or distributive share would be payable in respect thereof pursuant to the provisions of this Section and express mention of the paymentpayment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. At least ten days prior to the first Interest Payment Date for any series of Securities, and at least ten days prior to each date of payment of principal and any premium or interest, if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the series of Securities shall be made to Holders of such 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 Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of the Securities of that series and the Company will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section.

Additional Amounts. (a) All payments of principal and interest by the Corporation in respect of the Notes shall Initial Debentures will be made free and clear of, and without withholding or deduction or withholding for or on account of any present taxes or future taxes, duties, assessments or other governmental charges of whatsoever nature similar imposts ("Taxes") imposed, levied, collected, withheld or assessed by or on behalf of the United States Government of Canada or of any political subdivision province or taxing territory thereof or by any authority of or in the United Statesagency therein having power to tax ("Taxing Jurisdiction"), unless such withholding or deduction is so required by law. law or by the interpretation or administration thereof by the relevant governmental authority or agency. If any such withholding or deduction is so required, the Corporation will pay as additional interest such additional amounts (b"Additional Amounts") The Company shall pay as will result in receipt by the holders of Initial Debentures of such amounts as would have been received by them had no such withholding or deduction been required, except that no Additional Amounts will be payable with respect to a Holder who is not payment made to a United States person additional amounts as may be necessary so that every net payment holder of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding Initial Debentures for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account respect of: (i) any tax, assessment or other governmental charge Taxes that would not have been imposed but for for: (A) the existence holder or Beneficial Holder of any Initial Debentures being a resident, domicile or national of, or engaged in business or maintaining an establishment or other presence in, or otherwise having some present or former connection with, the Taxing Jurisdiction (including, without limitation, by virtue of the holder or Beneficial Holder carrying on a business or having a place of business in such jurisdiction), other than a connection arising solely from the merely holding or ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or Initial Debenture; or (B) the presentation of a debt security for payment on a date more than 30 days after holder or Beneficial Holder not dealing at arm's length, within the later meaning of the date on which that Tax Act, with the Corporation at the relevant time; or (C) all or any portion of the payment becomes due and payable and being deemed to be a dividend paid to the date on which payment is duly provided forholder or Beneficial Holder pursuant to proposed subsection 214(16) of the Tax Act or any amended or successor provision substantially similar thereto; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge;Taxes; or (iii) any taxTaxes, assessment deduction or other governmental charge withholding imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Beneficial Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which of a beneficial owner holds Notes Initial Debenture to comply with certification, information, documentation information or other reporting requirements concerning the nationalityif such compliance is required or imposed by a statute, residence, identity treaty or connections regulation or is in accordance with the United States of America administrative practice of the beneficial owner relevant Taxing Jurisdiction as a precondition to exemption from or reduction in all or part of such Taxes, deduction or withholding. (b) If any Holder (including, but not limited tosuch withholding or deduction is so required, the requirement Corporation will (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an the relevant authority in accordance with applicable income tax treaty);law. (viic) Whenever in this Indenture there is mentioned, in any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power overcontext, the Holder payment of amounts based upon interest payable under or beneficial ownerwith respect to any Initial Debenture, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) such mention will be deemed to include mention of the Internal Revenue Code, and the regulations that may be promulgated thereunder) payment of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holderthat, a beneficiary or settlor with respect to the fiduciary or a member of that partnershipin such context, limited liability company or a beneficial owner thereof would not have been entitled to the payment of those Additional Amounts had that beneficiaryare, settlorwere or would be payable in respect thereof. (d) If the Corporation fails to make any payment required by this Section 2.15, member or beneficial owner received directly its beneficial or distributive share of the Trustee shall in no circumstances be required to make any such payment.

Additional Amounts. (a) All payments of principal and interest in respect of made by the Notes shall Entities to the Noteholders or Securities Holders pursuant to the Transaction Documents will be made free and clear of, of and without withholding or deduction or withholding for or on account of any present or future taxes, duties, assessments Taxes imposed or other governmental charges levied by or on behalf of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority thereof or therein (“US Taxes”), unless the Entity is required to withhold or deduct any amount for or on account of US Taxes by law or by the interpretation or administration thereof. If any Entity is required to withhold or deduct any amount for or on account of US Taxes from any payment made hereunder, such Entity will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Securities Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the Securities Holder would have received if such US Taxes had not been withheld or deducted; provided, however, that no such Additional Amounts will be payable with respect to a payment made hereunder with respect to any US Taxes which would not have been imposed, payable or due: (i) but for the fact that the Securities Holder is or was a domiciliary, national or resident of, or engages or engaged in business, maintains or maintained a permanent establishment or is or was physically present in the United States, unless such withholding or deduction otherwise has some present or former connection with the United States other than the mere holding or enforcement of the Transaction Documents or the receipt of principal or interest in respect thereof; (ii) but for the failure of the Securities Holder to comply with a request by the Entity to satisfy any certification, identification or other reporting requirements which the Securities Holder is required legally entitled to satisfy, whether imposed by lawstatute, treaty, regulation, administrative practice or otherwise, concerning the nationality, residence or connection with the United States of the Securities Holder. (b) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment obligation of the principal of and premium, if any, and interest on the Notes Entities to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of pay Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder US Taxes shall not apply with respect to (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for; (iii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization property or any similar tax, assessment Tax or other governmental charge; (iiiii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge Tax which is payable otherwise than by deduction or withholding from payment of principal of payments made under or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the HolderTransaction Documents. (c) The Entities, a beneficiary as applicable, will: (i) make any required withholding or settlor with respect deduction; (ii) remit the full amount deducted or withheld to the fiduciary or a member relevant authority (the “Taxing Authority”) in accordance with applicable law; (iii) obtain certified copies of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to tax receipts evidencing the payment of those Additional Amounts had any Taxes so deducted or withheld from each Taxing Authority imposing such taxes; and (iv) promptly send such certified copies of tax receipts to the Securities Holder. The Entities will attach to each certified copy a certificate stating that beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share the amount of withholding tax evidenced by the certified copy was paid in connection with payments in respect of the paymentTransaction Documents.

Additional Amounts. (a) All payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities of the Notes any series or any Coupon appertaining thereto shall be made free and clear ofwithout withholding or deduction at source for, and without deduction or withholding for or on account of of, any present or future taxes, fees, duties, assessments or other governmental charges of whatsoever whatever nature imposedimposed or levied by or on behalf of the Cayman Islands or Bermuda (each, levied, collected, withheld or assessed by the United States a "taxing jurisdiction") or any political subdivision or taxing authority of thereof or in the United Statestherein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required by law. (b) The required, the Company shall shall, subject to certain limitations and exceptions set forth below, pay to a the Holder who is not a United States person additional amounts of any such Security or any Coupon appertaining thereto such Additional Amounts as may be necessary so that every net payment of the principal of and principal, premium, if any, and interest on the Notes or any other amount made to such Holder, after deduction such withholding or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or thereindeduction, shall not be less than the amount provided for in the Note such Security, any Coupons appertaining thereto and this Indenture to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company shall not be required to make any payment of such Additional Amounts for or on account of: (i1) any tax, fee, duty, assessment or other governmental charge that of whatever nature which would not have been imposed but for the fact that such Holder: (A) the existence of any present was a resident, domiciliary or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder national of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had maintained a permanent establishment in or was physically present in, the United States relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security; (B) the presentation of a debt security presented such Security for payment on a date in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security more than 30 thirty (30) days after the later of the date on which that the payment becomes in respect of such Security first became due and payable and the date on which payment is duly or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within such period of thirty (30) days; (ii2) any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii3) any tax, assessment or other governmental charge that would not have been is imposed but for a change or withheld by reason of the failure by the Holder or the beneficial owner of such Security to comply with any reasonable request by the Company addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in lawthe case of (A) or (B), regulationis required or imposed by statute, treaty, regulation or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 practice of the Internal Revenue Code (relevant taxing jurisdiction or any amended political subdivision thereof as a precondition to exemption from all or successor version part of such Sections)tax, any current or future regulations assessment or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewithgovernmental charge; or (x4) any combination of items (i1), (ii), (iii), (iv), (v), (vi), (vii), (viii2) and (ix) above3); nor shall any Additional Amounts be paid with respect to any payment of the principal of, or premium, if any, interest or any other amounts on, any such Security to any Holder that who is not a fiduciary or partnership or other than the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company such Security to the extent that a beneficial owner with respect such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the Holder, income for tax purposes of a beneficiary or partner or settlor with respect to the such fiduciary or a member of that partnership, limited liability company such partnership or a beneficial owner thereof who would not have been entitled to such Additional Amounts had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any context, the payment of those the principal of or any premium, interest or any other amounts on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts had that beneficiaryprovided by the terms of such series established hereby or pursuant hereto to the extent that, settlorin such context, member Additional Amounts are, were or beneficial owner received directly its beneficial or distributive share would be payable in respect thereof pursuant to such terms, and express mention of the paymentpayment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to a series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 10.4. If any such withholding shall be required, then such Officer's Certificate shall specify by taxing jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by this Section 10.4. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.

Additional Amounts. (a) All payments Amounts to be paid on any series of principal and interest in respect of the Notes shall Subordinated Debt Securities will be made free and clear of, and without deduction or withholding for for, or on account of of, any and all present or and future income, stamp and other taxes, levies, imposts, duties, assessments charges or other governmental charges of whatsoever nature fees imposed, levied, collected, withheld or assessed by or on behalf of the United States Kingdom or any political subdivision or taxing authority of thereof or in therein having the United Statespower to tax (the “Taxing Jurisdiction”), unless such deduction or withholding or deduction is required by law. (b) The . If at any time a Taxing Jurisdiction requires the Company shall to make such deduction or withholding, the Company will pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of with respect to the principal of of, interest and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amountspayment on, the Subordinated Debt Securities (“Additional Amounts”); provided, however, ) that are necessary in order that the Company net amounts paid to the Holders of Subordinated Debt Securities of the particular series, after the deduction or withholding, shall equal the amounts which would have been payable on the Subordinated Debt Securities if the deduction or withholding had not be required been required. However, this will not apply to make any payment of Additional Amounts such tax, levy, impost, duty, charge or fee, which would not have been deducted or withheld but for or on account ofthe fact that: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes Holder or the receipt Beneficial Owner of payments in respect of those Notes) between that Holder (the Subordinated Debt Security is a domiciliary, national or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder resident of, or possessor engaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise having some connection with the Taxing Jurisdiction other than the holding or ownership of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial ownerSubordinated Debt Security, or that fiduciarythe collection of any payment of, settloror in respect of, beneficiaryprincipal of, memberor any interest or other payment on, shareholder or possessor being or having been a citizen or resident or treated as a resident any Subordinated Debt Security of the United States or being or having been engaged relevant series, (ii) except in trade or business or present the case of winding-up in the United States or having had a permanent establishment Kingdom, the relevant Subordinated Debt Security is presented (where presentation is required) for payment in the United States or Kingdom, (Biii) the relevant Subordinated Debt Security is presented (where presentation of a debt security is required) for payment on a date more than 30 days after the later of the date on which that payment becomes became due and payable and the date on which payment is duly or was provided for; (ii) any estate, inheritancewhichever is later, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or except to the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, extent that the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having would have been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect entitled to the United States or a corporation Additional Amounts on presenting the same for payment at the close of that accumulates earnings to avoid U.S. federal income tax;30 day period, (iv) the Holder or the Beneficial Owner of the relevant Subordinated Debt Security or the Beneficial Owner of any payment of, or in respect of, principal of, or any interest or other payment on, the Subordinated Debt Security failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or the Beneficial Owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or part of the tax, assessment levy, impost, duty, charge or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder;fee, (v) any tax, assessment the withholding or other governmental charge deduction is required to be withheld by any paying agent from any payment made pursuant to European Council Directive 2003/48/EC on the taxation of principal of or premium, if anysavings income, or interest on the Notes of that Holder if any directive amending, supplementing or replacing such payment can be made without withholding by directive or any other paying agent;law implementing or complying with, or introduced in order to conform to, such directive or directives, (vi) any tax, assessment the relevant Subordinated Debt Security is presented (where presentation is required) for payment by or other governmental charge which would not have been imposed but for the failure on behalf of a Holder (who would have been able to avoid such withholding or deduction by presenting the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes relevant Subordinated Debt Security to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty);another paying agent, (vii) any tax, assessment the deduction or other governmental charge withholding is imposed as a result by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) Sections 1471-1474 of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the US Internal Revenue Code and the U.S. Treasury regulations thereunder or (C) a bank receiving interest described in Section 881(c)(3)(A) of any agreement with the U.S. Internal Revenue Code;Service in connection with these sections and regulations (“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, or (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items subclauses (i), (ii), (iii), (iv), (v), (vi), ) through (vii), (viii) and (ix) above; , nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holderprincipal of or any interest or other payment on, the Subordinated Debt Securities to any Holder who is a fiduciary or partnership or any person other than the sole Beneficial Owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to the such fiduciary or a member of that partnership, limited liability company such partnership or a beneficial owner thereof Beneficial Owner who would not have been entitled to such Additional Amounts, had it been the Holder. Whenever in this Subordinated Indenture there is mentioned, in any context, the payment of those the principal of or any interest or other payments on, or in respect of, any Subordinated Debt Security of any series such mention shall be deemed to include mention of the payment of Additional Amounts had that beneficiaryprovided for in this Section to the extent that, settlorin such context, member Additional Amounts are, were or beneficial owner received directly its beneficial or distributive share would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the paymentpayment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made. Upon request from the Trustee or a paying agent, the Company shall provide information reasonably necessary and readily available in order to enable to the Trustee or paying agent to determine whether any withholding obligations under FATCA apply. None of the Company, the Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s or paying agent’s compliance with any such withholding obligation under applicable law.

Additional Amounts. (a) All payments (including any premium paid upon redemption of principal and interest the Notes) by or on behalf of the Issuer or a successor in respect of the Notes shall or the Guarantors or a successor in respect of the Note Guaranties will be made free and clear of, and without withholding or deduction or withholding for for, or on account of any present or future taxes, duties, assessments assessments, or other governmental charges of whatsoever whatever nature imposed(“Taxes”) imposed or levied by or on behalf of Brazil, levied, collected, withheld or assessed by the United States States, or any authority therein or thereof or any other jurisdiction in which the Issuer or the Guarantors (in each case, their successor) are organized, doing business or from or through which payments are made in respect of the Notes, or any political subdivision or taxing authority thereof or therein (any of or in the United Statesaforementioned being a “Taxing Jurisdiction”), unless the Issuer or the Guarantors (or their respective successor) are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Issuer or the Guarantors (or their respective successor) will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such Additional Amounts as may be necessary to ensure that the net amounts received by registered Holders of Notes after such withholding or deduction is required by law. shall equal the respective amounts of principal and interest (bor other amounts stated to be payable under the Notes) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment which would have been received in respect of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable absence of such withholding or deduction (such amounts, the “Additional Amounts”); provided. Notwithstanding the foregoing, however, that the Company shall not be required to make any payment of no such Additional Amounts for or on account ofshall be payable: (i) any taxto, assessment or other governmental charge that would not have been imposed but to a third party on behalf of, a Holder who is liable for (A) such Taxes in respect of such Note by reason of the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that such Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, that Holder or beneficial ownersuch Holder, if that such Holder or beneficial owner is an estate, a trust, partnership a partnership, or a corporation, ) and the United Statesrelevant Taxing Jurisdiction, including that including, without limitation, such Holder (or beneficial owner, or that such fiduciary, settlor, beneficiary, member, shareholder member or possessor shareholder) being or having been a citizen or resident or treated as a resident of the United States thereof or being or having been engaged in a trade or business or present in the United States therein or having, or having had had, a permanent establishment therein, other than the mere holding of the Note or enforcement of rights under the Indenture and the receipt of payments with respect to the Note; (ii) in respect of Taxes that would not have been so withheld or deducted if the United States notes had been surrendered or (B) the presentation of a debt security presented for payment on a date (if surrender or presentment is required) not more than 30 days after the later of Relevant Date except to the date on which extent that payment becomes due and payable payments under such Note would have been subject to withholdings and the date Holder of such Note would have been entitled to such Additional Amounts, on which surrender of such Note for payment is duly provided foron the last day of such period of 30 days; (iiiii) to, or to a third party on behalf of, a Holder who is liable for such Taxes by reason of such Holder’s failure to comply with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder, if (1) compliance is required by law or an applicable income treaty as a precondition to, exemption from, or reduction in the rate of, the Tax, and (2) the Issuer has given the Holders at least 30 days’ notice that Holders will be required to provide such certification, identification, documentation or other requirement; (iv) in respect of any estate, inheritance, gift, sales, transfer, excise, excise or personal property, wealth, capital gains, interest equalization property or similar taxTax, assessment or other governmental charge; (iiithan as provided in Section 4.06(g) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that HolderIndenture; (v) in respect of any tax, assessment Tax which is payable other than by deduction or other governmental charge required to be withheld by any paying agent withholding from any payment payments of principal of or (including premium, if any, ) or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewithNote; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to the payment of those Additional Amounts had that beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of the payment.

Additional Amounts. (a) All payments of principal and interest in respect of the Notes shall this Guaranty will be made free and clear of, and without withholding or deduction or withholding for or on account of for, any present or future taxes, duties, assessments or other governmental charges of whatsoever whatever nature (collectively, "TAXES") imposed, levied, collected, withheld or assessed by or within any jurisdiction in which Loral Space is then incorporated (or the United States jurisdiction of incorporation of any successor of Loral Space) or any other jurisdiction in which Loral Space (or such successor) is resident for tax purposes or any political subdivision or taxing authority of thereof or in the United Statestherein (hereinafter, a "RELEVANT JURISDICTION"), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. (b) The Company . In the event that any such withholding or deduction in respect of such payment is so required, Loral Space, or any successor, shall pay to a Holder who is not a United States person such additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that every net payment will result in receipt by each Holder of a Subordinated Note of such gross amount as would have been received by such Holder or the principal of and premium, if any, and interest on the Notes beneficial owner with respect to such HolderSubordinated Note, after as applicable, had no such withholding or deduction (including any withholding or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note deduction applicable to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts payable) been required, except that no Additional Amounts will be payable for or on account of: (i1) any tax, assessment or other governmental charge Taxes that would not have been imposed but for for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes between such Holder or the receipt of payments in respect of those Notes) between that Holder (or the such beneficial owner for whose benefit such Holder holds such Notes), (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, that Holder or beneficial ownersuch Holder, if that such Holder or beneficial owner is an estate, trust, partnership or corporation, ) and the United StatesRelevant Jurisdiction, including that such Holder (or beneficial owner, or that such fiduciary, settlor, beneficiary, member, shareholder or possessor possessor) being or having been a citizen national, domiciliary or resident of or treated as a resident of the United States thereof or being or having been present or engaged in a trade or business or present in the United States therein or having had a permanent establishment in the United States or therein; or (B) the presentation of a debt security for payment on a date more than 30 days after the later Section 881(c)(3)(A) of the date on which that payment becomes due and payable and the date on which payment is duly provided forCode (or any successor provision); (ii2) any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization transfer or similar tax, assessment or other governmental charge; (iii3) any tax, assessment Tax that is imposed or other governmental charge imposed on foreign personal holding company income or withheld by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor failure of a power over, the Holder or beneficial ownerowner of a Security to timely comply with a request of Loral Space, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect addressed to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (A) to provide reasonably required or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements requested information concerning the nationality, residence, residence or identity or connections with the United States of America of the Holder or such beneficial owner or (B) to make any Holder reasonably required or requested declaration, filing or claim or satisfy any reasonably required or requested information or reporting requirement, which, in the case of (includingA) or (B), but not limited tois required or imposed by statute, treaty, regulation or administrative practice of the requirement taxing jurisdiction as a precondition to provide exemption from all or part of such Tax; provided, however, that (i) providing information required by Internal Revenue Service Forms W-8BENW-8, Forms W-8BEN-EW-9, Forms W-8ECI, or 1001 and 4224 and any subsequent versions thereof or successor thereto, successors thereto and including, without limitation, any documentation requirement under an applicable income tax treaty); (viiii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, execution and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version delivery of such Sections), any current forms is deemed to be reasonably required or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewithrequested; or (x4) any combination of items (i1), (ii), (iii), (iv), (v), (vi), (vii), (viii2) and (ix) above3); nor shall any Additional Amounts be paid with respect to payment of the principal of or any premium or interest on any such Subordinated Note, to any Holder that is not the sole beneficial owner of the Notes, (including any fiduciary or a portion of the Notes, or that is a fiduciary, partnership or limited liability company partnership) to the extent that a the beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to such Additional Amounts had it been the Holder of the Subordinated Note. (b) Where required by applicable law, Loral Space or any Paying Agent, as the case may be, shall also (1) make such withholding or deduction in respect of any Taxes and (2) remit the full amount withheld or deducted to the relevant authority in accordance with applicable law. Loral Space shall furnish to each Holder of Subordinated Notes, within 30 days after the date the payment of those any Taxes is due pursuant to applicable law, certified copies of tax receipts satisfactory to the Holders of the Subordinated Notes evidencing such payment by Loral Space. (c) Whenever there is mentioned in any context the payment of principal of or any premium or interest on, or in respect of, a Subordinated Note, or the net proceeds received from Loral Space on the sale or exchange of any Subordinated Note, such mention shall be deemed to include mention of the payment of Additional Amounts had provided for in this Section 4.15 to the extent that, in such context, Additional Amounts are, were, or would be payable in respect thereof pursuant to this Section 4.15. (d) Loral Space shall pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges, or similar levies that beneficiaryarise in any jurisdiction from the execution, settlordelivery, member enforcement or beneficial owner received directly its beneficial registration of this Guaranty or distributive share any other document or instrument relating thereto, or the receipt of any payments with respect to the paymentSubordinated Notes, excluding such taxes, charges, or similar levies imposed by any jurisdiction outside of any jurisdiction in which Loral Space or the Paying Agent is located or incorporated (except those resulting from or required to be paid in connection with, the enforcement of Subordinated Notes or any other such document or instrument following the occurrence of any Loral Space Event of Default with respect to the Subordinated Notes), and shall indemnify the Holders for any such taxes paid by such Holders. (e) The foregoing obligations shall survive any termination, defeasance or discharge of this Guaranty.

Additional Amounts. (a) All payments of principal and interest in respect of the Notes shall be made free and clear of, and without deduction or withholding for or on account of If any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed are imposed by the United States or any political subdivision or taxing authority of or in jurisdiction, other than the United States, unless where the Guarantor or a successor (a “Payor”) is organized or otherwise considered to be a resident for tax purposes, any jurisdiction, other than the United States, from or through which the Payor makes a payment on the Securities of any Series, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Securities of such withholding or deduction is required by law. (b) The Company Series, the Payor shall pay to a each Holder who is not a United States person of any such Security, to the extent it may lawfully do so, such additional amounts (“Additional Amounts”) as may be necessary so in order that every the net payment of the principal of and premium, if any, and interest on the Notes amounts paid to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall will be not be less than the amount provided specified in the Note such Security to be then due and payable (which such amounts, the “Additional Amounts”)holder is entitled; provided, however, that the Company Payor shall not be required to make any payment of Additional Amounts for or on account of: (ia) any tax, assessment or other governmental charge that which would not have been imposed but for (Ai) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that such Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, that Holder or beneficial ownersuch Holder, if that such Holder or beneficial owner is an estate, trust, partnership partnership, limited liability company or corporation, ) and the United StatesRelevant Tax Jurisdiction including, including that without limitation, such Holder (or beneficial owner, or that such fiduciary, settlor, beneficiary, member, shareholder or possessor possessor) being or having been a citizen or resident or treated as a resident of the United States thereof or being or having been present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment in the United States therein or (Bii) the presentation of a debt security Security (where presentation is required) for payment on a date more than 30 days after the later of (x) the date on which that such payment becomes became due and payable and or (y) the date on which payment thereof is duly provided for, whichever occurs later; (iib) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (ivc) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of (or in respect of) principal of or of, premium, if any, or any interest on on, the Notes Securities of that Holdersuch Series; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viiid) any tax, assessment or other governmental charge that would not have been is imposed but for or withheld by reason of the failure by the Holder or the beneficial owner of the Securities of such Series to comply with a change in lawrequest of the Payor addressed to the Holder to provide information, regulationdocuments or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 practice of the Internal Revenue Code (taxing jurisdiction as a precondition to exemption from all or any amended or successor version part of such Sections)tax, any current or future regulations assessment or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewithgovernmental charge; or (xe) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) the above; nor shall any will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Securities of such Series to any Holder that who is not a fiduciary or partnership or limited liability company or other than the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company such payment to the extent that a beneficial owner with respect such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the Holder, income for tax purposes of a beneficiary or settlor with respect to the such fiduciary or a member of that such partnership, limited liability company or a beneficial owner thereof who would not have been entitled to such Additional Amounts had it been the Holder of such Securities. The Payor shall provide the Trustee with the official acknowledgment of the relevant tax authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of those the withholding taxes by the Payor. Copies of such documentation shall be made available to the holders of the Securities of such Series or the paying agent, as applicable, upon request therefor. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any Series or the net proceeds received on the sale or exchange of any Security of any Series, such mention shall be deemed to include mention of the payment of Additional Amounts had that beneficiaryprovided by the terms of such Series established hereby or pursuant hereto to the extent that, settlorin such context, member Additional Amounts are, were or beneficial owner received directly its beneficial or distributive share would be payable in respect thereof pursuant to such terms, and express mention of the paymentpayment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable Series, at least 10 days prior to the first Interest Payment Date with respect to such Series of Securities (or if the Securities of such Series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, or interest on, if any, and Additional Amounts, if any, with respect to the Securities of such Series shall be made to Holders of Securities of such Series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of such Series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by the terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 3.4.

Additional Amounts. (a) All payments of principal and interest in that the Issuer makes under or with respect of to this Note or that the Notes Guarantors make under or with respect to the Guarantees shall be made free and clear of, of and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. (b) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed upon or levied on such Holder payments by or on behalf of any jurisdiction in which the Issuer or any Guarantor is incorporated or otherwise resident for tax purposes or from or through which any of the foregoing makes any payment on this Note or by or within any political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the United States interpretation or administration of America law. If the Issuer or a Guarantor (or any taxing authority thereof Agent on its behalf) is required to withhold or thereindeduct any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to this Note or any Guarantee, the Issuer or the Guarantor, as the case may be, shall pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder after such withholding or deduction (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount provided in the Note to be then due and payable Holder would have received if such Taxes had not been withheld or deducted. (such amounts, b) Neither the “Additional Amounts”); providedIssuer nor any Guarantor shall, however, that the Company shall not be required to make any payment of pay Additional Amounts for in respect or on account of: (i) any taxTaxes, assessment or other governmental charge that which would not have been imposed by the Relevant Taxing Jurisdiction in which such Taxes are imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor of this Note being or having been a citizen or citizen, resident or treated as a resident of the United States national thereof or being or having been present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment in therein or having any other present or former connection with such Relevant Taxing Jurisdiction (other than the United States mere receipt, ownership, holding or (B) the presentation disposition of a debt security for payment on a date more than 30 days after the later this Note, or by reason of the date on which that payment becomes due and payable and receipt of any payments in respect of any Note or any Guarantee, or the date on which payment is duly provided forexercise or enforcement of rights under any Notes or any Guarantee); (ii) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of this Note, following the Issuer’s written request, to comply with any certification, identification, information or other reporting requirements (to the extent such Holder or beneficial owner is legally eligible to do so), whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner, as appropriate, is not resident in the Relevant Taxing Jurisdiction); (iii) any estate, inheritance, gift, sales, excise, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income taxTaxes; (iv) any tax, assessment or other governmental charge Tax which is payable otherwise than by deduction or withholding from payment of principal of payments made under or premium, if any, with respect to this Note or interest on the Notes of that Holderany Guarantee; (v) any tax, assessment Tax imposed on or other governmental charge required with respect to be withheld by any paying agent from any payment of principal of by the Issuer or premium, if any, or interest on the Notes of that Guarantor to the Holder if such Holder is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment can be made without withholding by any other paying agentto the extent that Taxes would not have been imposed on such payment had such Holder been the sole beneficial owner of such Note; (vi) any tax, assessment Tax that is imposed on or other governmental charge which would not have been imposed but with respect to a Note presented for the failure payment by or on behalf of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership who would have been able to avoid such withholding or corporation, or any intermediary through which a beneficial owner holds deduction by presenting the relevant Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America another paying agent in a member state of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty)European Union; (vii) any tax, assessment or other governmental charge Taxes that 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 to the Holder (or except to the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, extent that the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having would have been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) entitled to Additional Amounts had the Note been presented on the last day of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Codesuch 30-day period); (viii) any taxwithholding or deduction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the European Council Directive 2003/48/EC, assessment European Council Directive 2014/14/EU or any other governmental charge that would not have been imposed but for a change in lawDirective implementing the conclusions of the ECOFIN Council meetings of November 26 and 27, regulation2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing those conclusions or any law implementing or complying with, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided forintroduced in order to conform to, whichever occurs later;any such Directive; or (ix) any taxes payable under combination of any of the above. In addition, any amounts to be paid on this Note will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code (or any amended or successor version of such Sectionsthe “Code”), any current or future regulations or other guidance thereunderofficial interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any agreement (including fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement) agreement entered into in connection therewith; or (x) any combination with the implementation of items (i)such Sections of the Code, (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any no Additional Amounts will be required to be paid to on account of any Holder that is such deduction or withholding. Such Additional Amounts also will not be payable where, had the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to Note been the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof it would not have been entitled to payment of Additional Amounts by reason of clauses (i) to (ix) inclusive above. (c) The Issuer and the Guarantors shall (i) make such withholding or deduction as is required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to this Note or any Guarantee is due and payable, if the Issuer or a Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to this Note or any Guarantee is due and payable, in which case it will be promptly thereafter), the Issuer shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee and the Paying Agent to pay such Additional Amounts to the Holders on the payment date. The Trustee and the Paying Agent shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuer shall promptly publish a notice in accordance with Section 12.01 of the Indenture stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer and the Guarantors, shall pay any present or future stamp, issue, registration, court, documentary, excise or property taxes or other similar taxes, charges and duties, including, without limitation, interest, penalties and other similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of (i) the execution, issue, delivery or registration of this Note or any Guarantee or any other document or instrument referred to thereunder, or (ii) the receipt of any payments with respect to, or enforcement of, this Note or any Guarantee. Upon written request, the Issuer or a Guarantor will furnish to the Trustee and the Paying Agent or a Holder as soon as possible following such request copies of tax receipts evidencing the payment by the Issuer or such Guarantor (as the case may be) of any Taxes imposed or levied by a Relevant Taxing Jurisdiction, in accordance with the procedures described in Section 12.01 of the Indenture, in such form as provided in the normal course by the taxing authority imposing such Taxes and as may be reasonably available to the Issuer or the Guarantors. If, notwithstanding the efforts of the Issuer or Guarantor to obtain such receipts, the same are not obtainable, the Issuer or such Guarantor will provide the Trustee, the Paying Agent or such Holder with other evidence reasonably satisfactory to the Trustee, the Paying Agent or holder of such payments by the Issuer or Guarantor. If reasonably requested by the Trustee, the Issuer and (to the extent necessary) any Guarantors provide to the Trustee such information as may be in the possession of the Issuer and the Guarantors (and not otherwise in the possession of the Trustee) to enable the Trustee to determine the amount of any withholding Taxes attributable to any particular Holder(s); provided, however, that in no event shall the Issuer or any Guarantor be required to disclose any information that it reasonably deems to be confidential. (e) Whenever the Indenture or this Notes refers to, in any context, the payment of those principal, premium, if any, interest or any other amount payable under or with respect to this or any other Note (including payments thereof made pursuant to a Guarantee), such reference includes the payment of Additional Amounts had that beneficiaryAmounts, settlorif applicable. (f) The preceding provisions will survive any termination, member defeasance or beneficial owner received directly its beneficial or distributive share discharge of the paymentIndenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer or any Guarantor is incorporated or otherwise resident for tax purposes or any jurisdiction from or through which such person makes any payment on this or any other Note (or any Guarantee) and any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments Amounts to be paid on any series of principal and interest in respect of the Notes shall Senior Debt Securities will be made free and clear of, and without deduction or withholding for for, or on account of of, any and all present or and future income, stamp and other taxes, levies, imposts, duties, assessments charges or other governmental charges of whatsoever nature fees imposed, levied, collected, withheld or assessed by or on behalf of the United States Kingdom or any political subdivision or taxing authority of thereof or in therein having the United Statespower to tax (the “Taxing Jurisdiction”), unless such deduction or withholding or deduction is required by law. (b) The . If at any time a Taxing Jurisdiction requires the Company shall to make such deduction or withholding, the Company will pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and with respect to interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amountsonly on, the Senior Debt Securities (“Additional Amounts”); provided, however, ) that are necessary in order that the Company net amounts of interest paid to the Holders of Senior Debt Securities of the particular series, after the deduction or withholding, shall equal the amounts of interest only which would have been payable on the Senior Debt Securities if the deduction or withholding had not be required been required. However, this will not apply to make any payment of Additional Amounts such tax, levy, impost, duty, charge or fee, which would not have been deducted or withheld but for or on account ofthe fact that: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes)of the relevant Senior Debt Security is a domiciliary, national or between a fiduciary, settlor, beneficiary of, member or shareholder resident of, or possessor engaging in business or maintaining a permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial ownerrelevant Senior Debt Security, or that fiduciarythe collection of any payment of (or in respect of) principal of, settloror any interest, beneficiaryor other payment on, member, shareholder or possessor being or having been a citizen or resident or treated as a resident any Senior Debt Security of the United States or being or having been engaged relevant series, (ii) except in trade or business or present the case of winding-up in the United States or having had a permanent establishment Kingdom, the relevant Senior Debt Security is presented (where presentation is required) for payment in the United States or Kingdom, (Biii) the relevant Senior Debt Security is presented (where presentation of a debt security is required) for payment on a date more than 30 days after the later of the date on which that payment becomes became due and payable and the date on which payment is duly or was provided for;, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting the same for payment at the close of that 30 day period, (iiiv) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a the Holder (or the beneficial owner for whose benefit such of the relevant Senior Debt Security or the beneficial owner of any payment of (or in respect of) principal of or any interest or other payment on, the relevant Senior Debt Security failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder holds such Notes)(x) to provide information concerning the nationality, residence or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor identity of a power over, the Holder or beneficial owner, if that Holder or the beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is an estaterequired or imposed by a statute, trusttreaty, partnership regulation or corporation, being administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to part of the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment levy, impost, duty, charge or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder;fee, (v) the deduction or withholding is imposed by reason of any taxagreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), assessment any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other governmental charge required to be withheld by official guidance enacted in any paying agent from any payment of principal of or premium, if anyjurisdiction implementing, or interest on the Notes of that Holder if such payment can be made without withholding by relating to, FATCA or any other paying agent;intergovernmental agreement, or (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items subclauses (i), (ii), (iii), (iv), ) through (v), (vi), (vii), (viii) and (ix) above; , nor shall any Additional Amounts be paid with respect to any interest only on the Senior Debt Securities to any Holder that who is not a fiduciary or partnership or any person other than the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company such payment to the extent that a beneficial owner with respect such payment would be required by the laws of any Taxing Jurisdiction to be included in the Holder, income for tax purposes of a beneficiary or partner or settlor with respect to the such fiduciary or a member of that partnership, limited liability company such partnership or a beneficial owner thereof who would not have been entitled to such Additional Amounts, had it been the Holder. Whenever in this Senior Debt Securities Indenture there is mentioned, in any context, the payment of those interest on, in respect of, any Senior Debt Security of any series such mention shall be deemed to include mention of the payment of Additional Amounts had that beneficiaryprovided for in this Section to the extent that, settlorin such context, member Additional Amounts are, were or beneficial owner received directly its beneficial or distributive share would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the paymentpayment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made. Upon request from the Trustee or a paying agent, the Company shall provide information reasonably necessary and readily available in order to enable to the Trustee or paying agent to determine whether any withholding obligations under FATCA apply. Neither the Company, the Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s or paying agent’s compliance with any such withholding obligation under applicable law.

Additional Amounts. Payments made by the Issuer or the Guarantor pursuant to the Securities or the Securities Guarantee will be made without withholding or deduction for taxes unless required by law. In the event of (ai) All payments of principal and interest any change that becomes effective after the date hereof in respect the laws of the Notes shall be made free and clear of, and without deduction U.K. or withholding for Bermuda or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of thereof or therein or any change in the United Statesinterpretation or administration thereof or (ii) a failure by the Issuer to list and maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) prior to the first date upon which interest is required to be paid hereunder (a "Listing Failure"), unless such the effect of which is to require the withholding or deduction is by the Issuer or the Guarantor pursuant to the Securities or the Securities Guarantee, respectively, of any amount for taxes that would not have been required by law. (b) The Company shall pay to a Holder who is not a United States person be withheld or deducted absent such change or Listing Failure, as the case may be, the Issuer or the Guarantor will pay, to the extent it may then lawfully do so, such additional amounts ("Additional Amounts") as may be necessary so in order that every net payment of the principal of and premium, if any, and interest on the Notes to such HolderSecurities, after deduction or for withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall will not be less than the amount provided for in the Note Securities to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company foregoing obligation to pay Additional Amounts shall not be required to make any payment of Additional Amounts for or on account apply in respect of: (ia) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any taxwithholding, assessment or other governmental charge which would not have been imposed but for (i) the failure existence of a Holder any present or former connection between such holder (or the beneficial owner for whose benefit such Holder holds the Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, the Holder or beneficial ownersuch holder, if that Holder or beneficial owner such holder is an estate, trust, partnership or corporation) and the U.K. or Bermuda or any political subdivision or taxing authority thereof including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been (A) a 10% shareholder (as defined citizen or resident thereof or being or having been present or engaged in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company trade or business therein or having or having had a permanent establishment therein or (Bii) the presentation of a controlled foreign corporation Security or a Securities Guarantee (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, except for Additional Amounts with respect to Taxes that is related to would have been imposed had the Company holder presented the Security for payment within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Codesuch 30-day period; (viiib) any estate, inheritance, gift, sale, transfer or personal property tax; (c) any tax, assessment or other governmental charge that would not have been is withheld by reason of the failure to timely comply by the holder or the beneficial owner of the Security with a request in writing of the Issuer or the Guarantor (which request shall be furnished to the Trustee) (i) to provide information concerning the nationality, residence or identity of the holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed but for by a change in lawstatute, regulationtreaty, regulation or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 practice of the Internal Revenue Code (taxing or any amended domicile jurisdiction as a precondition to exemption from or successor version reduction of all or part of such Sections)tax, any current or future regulations assessment or other guidance thereundergovernmental charge; provided, however, that this clause (c) shall not apply to limit the Issuer's or any agreement Guarantor's obligation to pay Additional Amounts if the completing and filing of the information described in subclause (including any intergovernmental agreementi) entered into or the declaration or other claim described in connection therewithsubclause (ii) would be materially more onerous in form, in procedure or in substance of information disclosed, in comparison to the information reporting requirements imposed under U.S. tax law with respect to Forms 1001, W-8 and W-9; or (xd) any tax, withholding, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a Definitive Security pursuant to the terms of the Deposit Agreement and this Indenture; or (e) any combination of items (ia), (iib), (iii), (iv), (v), (vi), (vii), (viiic) and (ixd) above; nor shall any Additional Amounts be paid with respect to any Holder that payment of the principal of, or any interest on, any Security or Securities Guarantee to any holder who is not the sole beneficial owner of the Notes, such Security or a portion of the Notes, Securities Guarantee or that is a fiduciaryfiduciary or partnership, partnership or limited liability company but only to the extent that a beneficial owner with respect to the Holderowner, a beneficiary or a settlor with respect to the a fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof the partnership would not have been entitled to the payment of those the Additional Amounts Amount had that the beneficial owner, beneficiary, settlor, settlor or member or beneficial owner of such partnership received directly its beneficial or distributive share of the payment. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Issuer or the Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Issuer or the Guarantor will deliver to the Trustee an Officer's Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and 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. (a) All payments of principal and interest in that the Issuer makes under or with respect of to the Notes or that the Guarantors make under or with respect to the Guarantees shall be made free and clear of, of and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. (b) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed upon or levied on such Holder payments by or on behalf of any jurisdiction in which the Issuer or any Guarantor is incorporated or otherwise resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or by or within any political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the United States interpretation or administration of America law. If the Issuer or a Guarantor (or any taxing authority thereof Agent on its behalf) is required to withhold or thereindeduct any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guarantee, the Issuer or the Guarantor, as the case may be, shall pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder after such withholding or deduction (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount provided in the Note to be then due and payable Holder would have received if such Taxes had not been withheld or deducted. (such amounts, b) Neither the “Additional Amounts”); providedIssuer nor any Guarantor shall, however, that the Company shall not be required to make any payment of pay Additional Amounts for in respect or on account of: (i) any taxTaxes, assessment or other governmental charge that which would not have been imposed by the Relevant Taxing Jurisdiction in which such Taxes are imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and of the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor Notes being or having been a citizen or citizen, resident or treated as a resident of the United States national thereof or being or having been present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment in therein or having any other present or former connection with such Relevant Taxing Jurisdiction (other than the United States mere receipt, ownership, holding or (B) the presentation of a debt security for payment on a date more than 30 days after the later disposition of the date on which that payment becomes due and payable and Notes, or by reason of the date on which payment is duly provided forreceipt of any payments in respect of any Note or any Guarantee, or the exercise or enforcement of rights under any Notes or any Guarantee); (ii) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes, following the Issuer’s written request, to comply with any certification, identification, information or other reporting requirements (to the extent such Holder or beneficial owner is legally eligible to do so), whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner, as appropriate, is not resident in the Relevant Taxing Jurisdiction); (iii) any estate, inheritance, gift, sales, excise, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income taxTaxes; (iv) any tax, assessment or other governmental charge Tax which is payable otherwise than by deduction or withholding from payment of principal of payments made under or premium, if any, or interest on with respect to the Notes of that Holderor any Guarantee; (v) any tax, assessment Tax imposed on or other governmental charge required with respect to be withheld by any paying agent from any payment of principal of by the Issuer or premium, if any, or interest on the Notes of that a Guarantor to a Holder if such Holder is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment can be made without withholding by any other paying agentto the extent that Taxes would not have been imposed on such payment had such Holder been the sole beneficial owner of such Note; (vi) any tax, assessment Tax that is imposed on or other governmental charge which would not have been imposed but with respect to a Note presented for the failure payment by or on behalf of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership who would have been able to avoid such withholding or corporation, or any intermediary through which a beneficial owner holds deduction by presenting the relevant Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America another Paying Agent in a member state of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty)European Union; (vii) any tax, assessment or other governmental charge Taxes that 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 to the Holder (or except to the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, extent that the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having would have been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) entitled to Additional Amounts had the Note been presented on the last day of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Codesuch 30-day period); (viii) any taxwithholding or deduction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the European Council Directive 2003/48/EC, assessment European Council Directive 2014/14/EU or any other governmental charge that would not have been imposed but for a change in lawDirective implementing the conclusions of the ECOFIN Council meetings of November 26 and 27, regulation2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing those conclusions or any law implementing or complying with, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided forintroduced in order to conform to, whichever occurs later;any such Directive; or (ix) any taxes payable under combination of any of the above. In addition, any amounts to be paid on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code (or any amended or successor version of such Sectionsthe “Code”), any current or future regulations or other guidance thereunderofficial interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any agreement (including fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement) agreement entered into in connection therewith; or (x) any combination with the implementation of items (i)such Sections of the Code, (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any no Additional Amounts will be required to be paid to on account of any Holder that is such deduction or withholding. Such Additional Amounts also will not be payable where, had the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to Note been the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof it would not have been entitled to payment of Additional Amounts by reason of clauses (i) to (ix) inclusive above. (c) The Issuer and the Guarantors shall (i) make such withholding or deduction as is required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or a Guarantee is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or any Guarantee is due and payable, in which case it will be promptly thereafter), the Issuer shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee and the Paying Agent to pay such Additional Amounts to the Holders on the payment date. The Trustee and the Paying Agent shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuer shall promptly publish a notice in accordance with Section 12.01 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer and the Guarantors, shall pay any present or future stamp, issue, registration, court, documentary, excise or property taxes or other similar taxes, charges and duties, including, without limitation, interest, penalties and other similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of (i) the execution, issue, delivery or registration of the Notes or any Guarantee or any other document or instrument referred to thereunder, or (ii) the receipt of any payments with respect to, or enforcement of, the Notes or any Guarantee. Upon written request, the Issuer or a Guarantor will furnish to the Trustee and the Paying Agent or a Holder as soon as possible following such request copies of tax receipts evidencing the payment by the Issuer or such Guarantor (as the case may be) of any Taxes imposed or levied by a Relevant Taxing Jurisdiction, in accordance with the procedures described in Section 12.01, in such form as provided in the normal course by the taxing authority imposing such Taxes and as may be reasonably available to the Issuer or the Guarantors. If, notwithstanding the efforts of the Issuer or Guarantor to obtain such receipts, the same are not obtainable, the Issuer or such Guarantor will provide the Trustee, the Paying Agent or such Holder with other evidence reasonably satisfactory to the Trustee, the Paying Agent or holder of such payments by the Issuer or Guarantor. If reasonably requested by the Trustee, the Issuer and (to the extent necessary) any Guarantors will provide to the Trustee such information as may be in the possession of the Issuer and the Guarantors (and not otherwise in the possession of the Trustee) to enable the Trustee to determine the amount of any withholding Taxes attributable to any particular Holder(s); provided, however, that in no event shall the Issuer or any Guarantor be required to disclose any information that it reasonably deems to be confidential. (e) Whenever this Indenture or the Notes refers to, in any context, the payment of those principal, premium, if any, interest or any other amount payable under or with respect to any Note (including payments thereof made pursuant to a Guarantee), such reference includes the payment of Additional Amounts had that beneficiaryAmounts, settlorif applicable. (f) This Section 4.12 will survive any termination, member defeasance or beneficial owner received directly its beneficial discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer or distributive share of any Guarantor is incorporated or otherwise resident for tax purposes or any jurisdiction from or through which such person makes any payment on the paymentNotes (or any Guarantee) and any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments of principal and interest in respect Unless otherwise required by the Netherlands law or Indonesian law, neither the Issuer nor any of the Guarantors will deduct or withhold from payments made with respect to the Notes shall be made free and clear of, and without deduction or withholding for or the Guarantee on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any political subdivisions or taxing authorities in the Netherlands or Indonesia having the power to tax (a “Taxing Authority,” and such taxes, “Taxes”). In the event that either the Issuer or any of the Guarantors is required to withhold or deduct on account of any Taxes from any payment made under or with respect to such Notes or the Guarantee, as the case may be, the Issuer or any of the Guarantors, as the case may be, will pay such additional amounts so that the net amount received by each holder of Notes, including those additional amounts, will equal the amount that such holder of Notes would have received if such Taxes had not been required to be withheld or deducted. The amounts that the Issuer or any of the Guarantors are required to pay to preserve the net amount receivable by the holders of Notes are referred to as “Additional Amounts.” Additional Amounts will not be payable with respect to a payment made to a holder of Notes to the extent: (a) that any such Taxes would not have been imposed but for the existence of any present or former connection between the holder or beneficial owner of such Note and the relevant Taxing Authority imposing such Taxes, other than merely holding such notes or the exercise or enforcement of rights under such Notes, their Guarantee or the Indenture, including, without limitation, such holder or the beneficial owner of such Notes being or having been a national, domiciliary or resident of or treated as a resident thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein; (b) that any such Taxes would not have been imposed but for the presentation of such Notes or the Guarantees, where presentation is required, for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or holder of Notes thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such 30-day period; (c) of any estate, inheritance, gift sale, transfer, personal property or other similar tax assessment or other governmental charges charge imposed with respect to such Note; (d) that any tax, assessment or other governmental charge that is imposed or withheld by reason of whatsoever nature imposedthe failure of such holder or the beneficial owner of such Notes to comply with a request by the Issuer addressed to such holder of Notes to provide information concerning the nationality, leviedresidence or identity of such holder of Notes or such beneficial owner, collectedor to make any declaration or other similar claim, or satisfy any information or reporting requirement, which, in either case, is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (e) any combination of the above; or (f) with respect to any payment of the principal of, premium, if any, or interest on such Notes or the Guarantee to such holder of Notes (including a fiduciary or partnership) to the extent that the beneficial owner of such Notes would not have been entitled to such Additional Amounts had it been the holder of the Notes. Each of the Issuer and the Guarantors, as applicable, will also: (1) withhold or deduct the Taxes as required; (2) remit the full amount of Taxes deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws; (3) use its reasonable efforts to obtain from each relevant Taxing Authority imposing such Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or assessed withheld; and (4) upon request, make available to the holders of Notes, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer or any relevant Guarantor or, if, notwithstanding the efforts of the Issuer or Guarantor to obtain such receipts, the same are not obtainable, other evidence of such payments. In addition, the Issuer and the Guarantors, as applicable, will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and Additional Amounts with respect thereto, payable in the Netherlands or the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. (b) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments foregoing in respect of those Notes) between that Holder (the creation, issue, offering, enforcement, redemption or the beneficial owner for whose benefit such Holder holds such Notes)retirement of any Notes or Guarantee. Any reference herein to principal, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, premium or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required will be deemed also to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes refer to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts which may be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to the payment of those Additional Amounts had that beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of the paymentpayable.

Additional Amounts. (a) All The Company and the Guarantors shall make all payments of, or in respect of, principal of principal and interest in respect of on the Notes shall be made free and clear ofSecurities, and all payments pursuant to the Guarantees, without withholding or deduction or withholding for for, or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United StatesTaxes, unless such withholding or deduction is Taxes are required by law. the Isle of Man or the jurisdiction of incorporation of any successor to the Company or any of the Owners (b) The Company shall each a "Successor Jurisdiction"), as the case may be, or any such authority to be withheld or deducted. In the event such Taxes are to be withheld or deducted, the Company, the relevant Guarantor or any successor, as the case may be, will pay to a Holder who is not a United States person such additional amounts of, or in respect of, principal and interest or with respect to payments pursuant to the Guarantees ("Additional Amounts") as may be necessary so that every the net payment of the principal of and premium, if any, and interest on the Notes to amount received by each Holder (including Additional Amounts) after such Holder, after withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall will not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, amounts that the Company shall Holder would have received if such Taxes had not be required to make any payment of been withheld or deducted, except that no Additional Amounts shall be so payable for or on account of: (i1) any tax, assessment or other governmental charge Taxes that would not have been imposed but for for (Aa) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that such Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, that Holder or beneficial ownersuch Holder, if that such Holder or beneficial owner is an estate, trust, partnership or corporation, ) and the United StatesIsle of Man or any Successor Jurisdiction (including any territory or political subdivision of the foregoing), as the case may be, including that such Holder (or beneficial owner, or that such fiduciary, settlor, beneficiary, member, shareholder or possessor possessor) being or having been a citizen national, domiciliary or resident of or treated as a resident of the United States thereof or being or having been present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment in the United States or therein; (Bb) the presentation of a debt security such Security for payment on a date in the Isle of Man or any Successor Jurisdiction, as the case may be, or any of their respective territories or political subdivisions, unless such Security could not have been presented for payment elsewhere; or (c) the presentation of such Security more than 30 days after the later of the date on which that the payment becomes in respect of such Security became due and payable and the date on which payment is duly or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within such period of 30 days; (ii2) any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization or property of similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii3) any tax, assessment or other governmental charge that would not have been is imposed but for or withheld by reason of the failure of the Holder or beneficial owner of a change Security to comply with a request of the Company or any of the Guarantors, as the case may be, addressed to the Holder (a) to provide reasonable information concerning the nationality, residence or identity of the Holder or such beneficial owner or (b) to make any reasonable declaration or other similar claim or satisfy any reasonable information or reporting requirement, which, in lawthe case of (a) or (b), regulationis required or imposed by a statute, treaty, regulation or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 practice of the Internal Revenue Code (taxing jurisdiction as a precondition to exemption from all or any amended or successor version part of such Sections)tax, any current assessment or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewithgovernmental charge; or (x4) any combination of items clauses (i1), (ii), (iii), (iv), (v), (vi), (vii), (viii2) and (ix) above3); nor shall any Additional Amounts be paid with respect to any payment of the principal of or any premium or interest on any such Security, or payment pursuant to the Guarantees, to any Holder that is not the sole beneficial owner of the Notes, (including a fiduciary or a portion of the Notes, or that is a fiduciary, partnership or limited liability company partnership) to the extent that a the beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to such Additional Amounts had it been the Holder of the Security. The Company or the relevant Guarantors, as the case may be, 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. The Company or the relevant Guarantors, as the case may be, will furnish to Holders of Securities that are outstanding on the date of the withholding, or deduction for or on account of Taxes, within 30 days after the date of the payment of those Additional Amounts had any Taxes due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or the relevant Guarantors, as the case may be. The Company or the relevant Guarantors, as the case may be, shall pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that beneficiaryarise in any jurisdiction from the execution, settlordelivery, member enforcement or beneficial owner received directly its beneficial or distributive share registration of the paymentSecurities or the Guarantees or any other document or instrument in relation thereto, or the receipt of any payments with respect to the Securities or Guarantees, excluding such taxes, charges or similar levies imposed by any jurisdiction outside of the Isle of Man, any Successor Jurisdiction or any jurisdiction in which a Paying Agent is located (except those resulting from or required to be paid in connection with, the enforcement of the Securities or the Guarantees or an other such document or instrument following the occurrence of any Event of Default), and the Company and the Guarantors hereby agree to indemnify the Holders for any such taxes paid by such Holders.

Additional Amounts. (a) All payments of principal and interest in respect Unless otherwise required by the Netherlands law or Indonesian law, neither the Issuer nor any of the Guarantors will deduct or withhold from payments made with respect to the Notes shall be made free and clear of, and without deduction or withholding for or the Guarantee on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any political subdivisions or taxing authorities in the Netherlands or Indonesia having the power to tax (a “Taxing Authority,” and such taxes, “Taxes”). In the event that either the Issuer or any of the Guarantors is required to withhold or deduct on account of any Taxes from any payment made under or with respect to such Notes or the Guarantee, as the case may be, the Issuer or any of the Guarantors, as the case may be, will pay such additional amounts so that the net amount received by each holder of Notes, including those additional amounts, will equal the amount that such holder would have received if such Taxes had not been required to be withheld or deducted. The amounts that the Issuer or any of the Guarantors are required to pay to preserve the net amount receivable by the holders of Notes are referred to as “Additional Amounts.” Additional Amounts will not be payable with respect to a payment made to a holder of Notes to the extent: (a) that any such Taxes would not have been imposed but for the existence of any present or former connection between the holder or beneficial owner of such Note and the relevant Taxing Authority imposing such Taxes, other than merely holding such notes or the exercise or enforcement of rights under such Notes, their Guarantee or the Indenture, including, without limitation, such holder or the beneficial owner of such Notes being or having been a national, domiciliary or resident of or treated as a resident thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein; (b) that any such Taxes would not have been imposed but for the presentation of such Notes or the Guarantees, where presentation is required, for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or holder of a Note thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such 30-day period; (c) of any estate, inheritance, gift sale, transfer, personal property or other similar tax assessment or other governmental charges charge imposed with respect to such Note; (d) that any tax, assessment or other governmental charge that is imposed or withheld by reason of whatsoever nature imposedthe failure of such holder of a Note or the beneficial owner of such Notes to comply with a request by the Issuer addressed to such holder of a Note to provide information concerning the nationality, leviedresidence or identity of such holder of a Note or such beneficial owner, collectedor to make any declaration or other similar claim, or satisfy any information or reporting requirement, which, in either case, is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (e) any combination of the above; or (f) with respect to any payment of the principal of, premium, if any, or interest on such Notes or the Guarantee to such holder of a Note (including a fiduciary or partnership) to the extent that the beneficial owner of such Notes would not have been entitled to such Additional Amounts had it been the holder of the Notes. Each of the Issuer and the Guarantors, as applicable, will also: (1) withhold or deduct the Taxes as required; (2) remit the full amount of Taxes deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws; (3) use its reasonable efforts to obtain from each relevant Taxing Authority imposing such Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or assessed withheld; and (4) upon request, make available to the holders of Notes, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer or any relevant Guarantor or, if, notwithstanding the efforts of the Issuer or Guarantor to obtain such receipts, the same are not obtainable, other evidence of such payments. In addition, the Issuer and the Guarantors, as applicable, will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and Additional Amounts with respect thereto, payable in the Netherlands or the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. (b) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments foregoing in respect of those Notes) between that Holder (the creation, issue, offering, enforcement, redemption or the beneficial owner for whose benefit such Holder holds such Notes), retirement of any Notes or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to the payment of those Additional Amounts had that beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of the paymentGuarantee.

Additional Amounts. (a) All payments of principal of, premium (if any) and interest in respect of on the Notes shall and all payments under any Note Guarantee will be made free and clear ofwithout withholding or deduction for, and without deduction or withholding for or on account of of, any present or future taxes, duties, assessments or other governmental charges of whatsoever whatever nature imposedimposed or levied by or within Peru, leviedany jurisdiction from or through which payment on the notes is made or any jurisdiction in which the Issuer or any applicable Guarantor, collectedor any successor of the Issuer or any applicable Guarantor, withheld wherein any successor assumes the obligations of the Notes and this Indenture following a merger, consolidation or assessed by transfer, lease or conveyance of substantially all of the United States predecessors assets, is organized or resident for tax purposes (or any political subdivision or taxing authority of thereof or in the United Statestherein) (each, as applicable, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. (b) The Company shall pay to a Holder who . In the event that any such withholding or deduction is not a United States person additional amounts so required, the Issuer or the applicable Guarantor, as the case may be necessary so that every net be, will make such deduction or withholding, make payment of the principal of amount so withheld to the appropriate Governmental Authority and premium, if any, and interest on the Notes to will pay such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable additional amounts (such amounts, the “Additional Amounts”); provided) as will result in receipt by the Holders of such amounts as would have been received by the Holders had no such withholding or deduction been required, however, except that the Company shall not be required to make any payment of no Additional Amounts will be payable: (a) for or on account of: (i) any tax, duty, assessment or other governmental charge that would not have been imposed but for for: (A1) the existence of any present or former connection (other than a connection arising solely from between the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estateof such Note or Note Guarantee, trust, partnership or corporationas the case may be, and the United StatesRelevant Jurisdiction, including that including, without limitation, such Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor owner being or having been a citizen or resident of such Relevant Jurisdiction or treated as a resident of the United States thereof or being or having been physically present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment in therein, other than merely holding such Note or the United States receipt of payments thereunder or under the Note Guarantee; (B2) the presentation of a debt security for payment on a date such Note (where presentation is required) more than 30 thirty (30) days after the later of the date on which that the payment becomes of the principal of, premium, if any, or interest on, such Note became due and payable and pursuant to the date on which payment is terms thereof or was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such thirty (30) day period; (3) the failure of the Holder or beneficial owner to comply with a timely request of the Issuer or any Guarantor addressed to the Holder or beneficial owner, as the case may be, to provide information concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request under applicable law, regulation or administrative practice or treaty would have reduced or eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder; or (4) the presentation of such Note (where presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (ii) any estate, inheritance, gift, salessale, transfer, excise, excise or personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding or deduction from payment payments of principal of or premiumprincipal, premium (if any, ) or interest on the Notes of that HolderNotes; (viv) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premiumprincipal, premium (if any, ) or interest on the Notes of that Holder Note, if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but results from the presentation of such Note for the failure of a Holder payment (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner where presentation is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (viirequired) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may payment can be promulgated thereunder) of made without such withholding or deduction by the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version presentation of such Sections), any current or future regulations or Note for payment to at least one other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewithPaying Agent; or (xv) any combination of items taxes, duties, assessments or other governmental charges referred to in the preceding clauses (i), (ii), (iii), and (iv) of this Section 2.12(a), . (v), (vi), (vii), (viiib) and (ix) above; nor shall any Additional Amounts be paid With respect to any Holder that is not the sole beneficial owner payment of the Notesprincipal of, or a portion of the Notespremium, if any, or that interest on, such Note or any payment under any Note Guarantee to a Holder, if the Holder is a fiduciary, partnership or limited liability company person other than the sole beneficial owner of such payment to the extent that such payment would be required to be included in the income under the laws of a beneficial owner with respect to the HolderRelevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary fiduciary, or a member of that partnership, limited liability company partnership or a another beneficial owner thereof who would not have been entitled to the payment of those such Additional Amounts had that beneficiary, settlor, member partner, or beneficial owner received directly been the Holder thereof. (c) Whenever there is mentioned in any context the payment of principal of, and any premium or interest on, any Note or under any Note Guarantee, such mention will be deemed to include payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (d) The Issuer intends to withhold Peruvian taxes from interest payments on the Notes at a rate of 4.99% and to pay Additional Amounts, subject to the conditions of this Section 2.12, with respect thereto for so long as the Notes are held by DTC or its beneficial nominee. (e) The Issuer will promptly furnish to the Trustee either certified copies of tax receipts evidencing the payment of any taxes so deducted or distributive share withheld pursuant to applicable law by the Issuer, or, if such receipts are not obtainable, other evidence of such payments by the Issuer reasonably satisfactory to the Trustee. (f) The obligation of the paymentIssuer to pay Additional Amounts will survive the repayment of the Notes and the sale or transfer of the Notes (or beneficial interests therein) by any investor.

Additional Amounts. (a) All payments of principal under and interest in with respect to the Notes and the Guarantees will be made by or on behalf of the Notes shall be made free Issuers and clear ofthe Guarantors without withholding or deduction for, and without deduction or withholding for or on account of of, any present or future taxes, duties, assessments or other governmental charges of whatsoever whatever nature imposed, levied, collected, withheld or assessed imposed by the United States or any jurisdiction from or through which any payment is made on the Notes or the Guarantees (including the jurisdiction of any Paying Agent), in each case including any political subdivision or taxing authority of thereof or in the United Statestherein (a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law. (bx) The Company shall the laws (or any regulations or rulings promulgated thereunder) of the Relevant Taxing Jurisdiction or (y) an official written position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in the Relevant Taxing Jurisdiction). If any such withholding or deduction is required, the Issuers will, subject to the exceptions and limitations set forth below, pay to a Holder who is not a United States person additional such amounts (“Additional Amounts”) as may be necessary so in order that every net payment on such Note (including payment of the principal of of, and premiumpremium and redemption price, if any, and interest on such Note) by or on behalf of the Notes to such HolderIssuers and the Guarantors (including by a Paying Agent), after such deduction or withholding for or on account of any present or future taxwithholding, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall will not be less than the amount provided in the such Note to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company shall not be required foregoing obligation to make any payment of pay Additional Amounts for will not apply to: (1) any tax, duty, assessment or on account ofother governmental charge that would not have been so imposed but for: (i) the existence of any present or former connection between the relevant Holder or beneficial owner of such Note (or between a fiduciary, settlor or beneficiary of, or a person holding a power over, such Holder, if such Holder is an estate or a trust, or a member or shareholder of such holder, if such Holder is a partnership or corporation) and the Relevant Taxing Authority, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, person holding a power, member or shareholder) being or having been a citizen or resident of the Relevant Taxing Jurisdiction or treated as a resident thereof for tax purposes or being or having been engaged in a trade or business for tax purposes therein or having or having had a permanent establishment therein; or (ii) such Holder’s or beneficial owner’s past or present status, as applicable (under prior or current law), as a personal holding company, foreign personal holding company, foreign private foundation or other foreign tax exempt organization with respect to the United States, passive foreign investment company, a controlled foreign corporation for U.S. tax purposes that is related to the Issuers directly, indirectly, or constructively through stock ownership, or a corporation that accumulates earnings to avoid U.S. Federal income tax; (2) any estate, inheritance, gift, sales, transfer, wealth or personal property tax or any similar tax, duty, assessment or other governmental charge; (3) any tax, duty, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from presentation by the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security applicable Note for payment on a date more than 30 days after the later of the date on which that such payment becomes became due and payable and or the date on which payment is thereof was duly provided for, whichever occurred later; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii4) any tax, duty, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from the payment of principal of or premium, if any, or interest on the Notes of that HolderNote; (v5) any tax, duty, assessment or other governmental charge required to be withheld by any paying agent Paying Agent from any a payment of principal of or premiumon a Note, if any, or interest on the Notes of that Holder if such payment can could be made without such withholding by any other paying agentPaying Agent; (vi6) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any taxduty, assessment or other governmental charge that would not have been imposed but for a change in lawfailure by the Holder or beneficial owner of the Note to comply with (upon receipt of a written request, regulationwith reasonable notice, from the Issuers or administrative a Paying Agent addressed to the Holder) applicable certification, information, documentation, identification or judicial interpretation that becomes effective more than 15 days after other reporting requirements concerning the payment becomes due nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of the Holder or a beneficial owner of a Note if such compliance is duly provided forrequired by statute or regulation of the Relevant Taxing Jurisdiction or by an applicable tax treaty to which the Relevant Taxing Jurisdiction is a party as a precondition to relief or exemption from such tax, whichever occurs laterduty, assessment or other governmental charge; (ix7) any taxes payable under Sections 1471 through 1474 tax, duty, assessment or other governmental charge imposed on a Holder or a beneficial owner that actually or constructively owns 10 percent or more of the Internal Revenue Code (combined voting power of all classes of the Issuers’ stock or any amended or successor version that is a bank receiving interest on an extension of such Sections), any current or future regulations or other guidance thereunder, or any credit made pursuant to a loan agreement (including any intergovernmental agreement) entered into in connection therewiththe ordinary course of its trade or business; or (x) 8) any combination of items (i)1) through (7) of this Section 4.10, (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid with respect to any a payment on a Note to a Holder or a beneficial owner that is not a fiduciary or partnership or other than the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company such payment to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the such fiduciary or a member of that partnership, limited liability company such partnership or a beneficial owner thereof would not have been entitled to the Additional Amounts (or payment of those Additional Amounts would not have been necessary) had that such beneficiary, settlor, member or beneficial owner received directly its beneficial been the Holder. At least 30 days prior to each date on which any payment under or distributive share with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises after the 45th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), if the Issuer will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the Trustee and the Paying Agents an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee and the Paying Agents to pay such Additional Amounts to the holders of such Notes on the payment date. Notwithstanding anything to the contrary in this Section 4.10, the Issuers, the Trustee and any person making payments on behalf of the paymentIssuers shall be entitled to deduct and withhold as required, and shall not be required to pay any Additional Amounts with respect to any such withholding or deduction imposed on or in respect of any Note, pursuant to Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), any treaty, law, regulation or other official guidance enacted by any jurisdiction implementing FATCA, any agreements under Section 1471(b) of the Code, or any law implementing an intergovernmental approach to FATCA.

Additional Amounts. (a) All payments of principal of, premium, if any, and interest in respect of on the Notes shall and all payments under the Note Guarantees will be made free and clear ofwithout withholding or deduction for, and without deduction or withholding for or on account of of, any present or future taxes, duties, assessments or other governmental charges of whatsoever whatever (“Taxes”) nature imposed, levied, collected, withheld imposed or assessed levied by or within any jurisdiction in which the United States Company or any applicable Guarantor is organized or resident for tax purposes (or any political subdivision or taxing authority thereof or therein) or any jurisdiction from or through which payment is made by or on behalf of the Company or in any Guarantor (including the United Statesjurisdiction of any Paying Agent) (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. (b) The . In such event, the Company shall pay to a Holder who is not a United States person additional amounts or the applicable Guarantor, as the case may be necessary so that every net be, will make such deduction or withholding, make payment of the principal of amount so withheld to the appropriate governmental authority and premium, if any, and interest on the Notes to will pay such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable additional amounts (such amounts, the “Additional Amounts”); provided) as will result in receipt by the Holder of such amounts as would have been received by such holder had no such withholding or deduction been required, however, provided that the Company shall not be required to make any payment of no Additional Amounts will be payable for or on account of: (i1) any tax, duty, assessment or other governmental charge that would not have been imposed but for for: (A) the existence of any present or former connection (other than a connection arising solely from between the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estateof such Note or Note Guarantee, trust, partnership or corporationas the case may be, and the United StatesRelevant Jurisdiction including, including that Holder without limitation, such holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor owner being or having been a citizen or resident of such Relevant Jurisdiction or treated as a resident of the United States thereof or being or having been physically present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment in therein, other than merely holding such Note or the United States receipt of payments thereunder or under the Note Guarantee; (B) the presentation of a debt security for payment on a date such Note (where presentation is required) more than 30 thirty (30) days after the later of the date on which that the payment becomes of the principal of, premium, if any, or interest on, such Note became due and payable and pursuant to the date on which payment is terms thereof or was made or duly provided for, except to the extent that the holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period; (iiC) the failure of the holder or beneficial owner to comply with a timely request of the Company or any Guarantor addressed to the holder or beneficial owner, as the case may be, to provide information concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced or eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to such holder; or (D) the presentation of such Note (where presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (2) any estate, inheritance, gift, salessale, transfer, excise, excise or personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge; (iii3) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any taxduty, assessment or other governmental charge which is payable otherwise other than (i) by deduction or withholding from payment payments of principal of or interest on the Note or payments under the Note Guarantees, or (ii) by direct payment by the Company or applicable Guarantor in respect of claims made against the Company or the applicable Guarantor; (4) any tax arising pursuant to Sections 1471 – 1474 of the U.S. Internal Revenue Code, of 1986, as amended, and any successor or amended version that is substantively comparable and not materially more onerous to comply with, any official interpretations thereof, current or future regulations or agreements entered pursuant thereto, any agreement entered pursuant thereto, any U.S. or non-U.S. law enacted in connection with an intergovernmental agreement related thereto, or any rules, regulations, or administrative guidance of any kind relating to any of the foregoing; or (5) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (1), (2), (3) and (4); or (b) with respect to any payment of the principal of, or premium, if any, or interest on the Notes of that Holder; (v) any taxon, assessment such Note or other governmental charge required to be withheld by any paying agent from any payment of principal of or premiumunder any Note Guarantee to such holder, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of a beneficial owner with respect to the HolderRelevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary fiduciary, or a member of that partnership, limited liability company partnership or a beneficial owner thereof who would not have been entitled to the payment of those such Additional Amounts had that beneficiary, settlor, member partner, or beneficial owner received directly its beneficial been the holder thereof. In addition to the foregoing, the Company and the Guarantors will also pay and indemnify the holder of a Note for any present or distributive share future stamp, issue, registration, court or documentary taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and other reasonable expenses related thereto) which are levied by any Relevant Jurisdiction on the execution, delivery, issuance, or registration of any of the paymentNotes, this Indenture, any Note Guarantee or any other document or instrument referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee. The Company and the Guarantors will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each Relevant Jurisdiction imposing such taxes, in such form as provided in the ordinary course by the Relevant Jurisdiction and as is reasonably available to the Company, and will provide such certified copies to the Trustee and the Paying Agent. Such copies shall be made available to the Holders upon request and will be made available at the offices of the Paying Agent. The Company or the Guarantor, as applicable, will attach to each certified copy a certificate stating (x) that the amount of withholding taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding taxes paid per $1,000 principal amount of the Notes. (c) Whenever there is mentioned in any context the payment of principal of, and any premium or interest, on any Note or under any Note Guarantee, such mention will be deemed to include payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) All payments of principal and interest in made under or with respect of to the Notes shall under the Indenture or pursuant to any Note Guarantee must be made free and clear of, of and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. (b) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed upon such Holder or levied by or on behalf of (1) the United States of America States, Germany, Luxembourg, the United Kingdom or any taxing political subdivision or governmental authority thereof or thereintherein having the power to tax, shall (2) any jurisdiction from or through which payment on the Notes or any Note Guarantee is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the payor is organized or otherwise considered to be a resident or engaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each a “Relevant Taxing Jurisdiction”), collectively, “Taxes,” unless the Issuer, relevant Guarantor or other applicable withholding agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency. If the Issuer, any Guarantor or other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, the Issuer or such Guarantor, as the case may be, will be required to pay such amount — “Additional Amounts” — as may be necessary so that the net amount (including Additional Amounts) received by each beneficial owner after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”)beneficial owner would have received if such Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of no Additional Amounts for or on account of: will be payable with respect to payments made to any beneficial owner to the extent such Taxes are imposed by reason of (i) any tax, assessment such beneficial owner being considered to be or other governmental charge that would not to have been imposed but for (A) connected with a Relevant Taxing Jurisdiction, otherwise than by the existence acquisition, ownership, holding or disposition of the Notes, the enforcement of rights under the Notes or under any present or former connection (other than a connection arising solely from the ownership of those Notes Note Guarantee or the receipt of payments in respect of those Notes) between that Holder (the Notes or the beneficial owner for whose benefit such Holder holds such Notes)any Note Guarantee, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for; (ii) such beneficial owner not completing any estateprocedural formalities that it is legally eligible to complete and are necessary for the Issuer, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment a Guarantor or other governmental charge; applicable withholding agent to make or obtain authorization to make payments without such Taxes (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, providing prior to the receipt of any documentation requirement under an applicable income tax treatypayment on or in respect of a Note or any Note Guarantee, a complete, correct and executed IRS Form W-8 or W-9 or successor form, as applicable, with all appropriate attachments or a comparable form required by another Relevant Taxing Jurisdiction); . Further, no Additional Amounts shall be payable with respect to (viii) any tax, assessment Tax on interest imposed by the United States or other any political subdivision or governmental charge imposed as a result authority thereof or therein by reason of a Holder (or the any beneficial owner for whose benefit such Holder holds such Notes)holding or owning, actually or a fiduciaryconstructively, settlor10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote, beneficiary of, member (ii) any Tax on interest imposed by the United States or shareholder of, any political subdivision or possessor governmental authority thereof or therein by reason of a power over, the Holder or beneficial owner, if that Holder or any beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is a related to the Company person within the meaning of Section 864(d)(4) of the Internal Revenue 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 (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viiiiv) any tax, assessment or other governmental charge that would not have been United States federal tax imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections pursuant to current sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version of such Sectionsthat is substantively comparable and not materially more onerous to comply with (collectively, “FATCA”), any current or future regulations or other guidance thereunder, . The Issuer or any agreement Guarantor (including as applicable) required to withhold any intergovernmental agreementTaxes will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or any Guarantor (as applicable) entered into in connection therewith; or will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or such Guarantor (xas applicable) of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and (ix) above; nor shall any will provide such certified copies to the Trustee. No such Additional Amounts shall be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner payable with respect to the HolderNotes under the Indenture or pursuant to any Note Guarantee where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the EU Savings Directive on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. Wherever in the Indenture or the Notes or any Note Guarantee there are mentioned, in any context, (1) the payment of principal, (2) purchase prices in connection with a beneficiary purchase of Notes under the Indenture or settlor the Notes, (3) interest or (4) any other amount payable on or with respect to any of the fiduciary Notes or any Note Guarantee, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. At least 30 days prior to each date on which payment of principal, premium, if any, or interest or other amounts on the Notes is to be made (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Issuer or a member of Guarantor will be obligated to pay Additional Amounts with respect to any such payment, the Issuer will promptly furnish the Trustee and the Paying Agent, if other than the Trustee, with an Officers’ Certificate stating that partnershipsuch Additional Amounts will be payable and the amounts so payable, limited liability company 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 beneficial owner thereof would not have been entitled 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 those such Additional Amounts had that beneficiaryAmounts. Copies of such documentation shall be made available to the Holders upon request. The Issuer will pay any present stamp, settlorcourt or documentary taxes, member or beneficial owner received directly its beneficial any other excise, property or distributive share 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 paymentNotes or any other document or instrument referred to therein or in connection with any payment with respect to, or enforcement of, the Notes or any Note Guarantee or any other document or instrument referred to herein or therein. If at any time the Issuer changes its place of organization to outside of the United States or there is a new issuer organized outside of the United States, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any Note Guarantee or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change or thereafter. The foregoing obligations in this Paragraph 2 will survive any termination, defeasance or discharge of the Indenture. References in this Paragraph 2 to the Issuer or any Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) All payments of principal and interest in respect made by or on behalf of the Issuers or any Guarantor under or with respect to the Notes shall or any Guarantee will be made free and clear of, of and without withholding or deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed Taxes unless required by the United States or law. If any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required for or on account of Taxes imposed by law. a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or under any Guarantee (bincluding payments of principal, redemption price, interest or premium (if any)), the Issuers or such Guarantor, as the case may be, will pay (together with such payments) The Company shall pay to a Holder who is not a United States person such additional amounts (“Additional Amounts”) as may be necessary so that every the net payment amount received by each beneficial owner of the principal of and premium, if any, and interest on the Notes to (including Additional Amounts) after such Holder, after withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than will equal the amount provided in the Note to be then due and payable (beneficial owner would have received if such amounts, the “Additional Amounts”)Taxes had not been withheld or deducted; provided, however, that the Company shall not be required to make any payment of no Additional Amounts for or on account ofwill be payable with respect to: (i) any taxTax, assessment or other governmental charge that to the extent such Tax would not have been imposed but for (A) the existence of any actual or deemed present or former connection between the holder or the beneficial owner of such Notes and the Relevant Taxing Jurisdiction (including being or having been a national, citizen or resident of, carrying on a business in, being or having been physically present in or having or having had a permanent establishment in, the Relevant Taxing Jurisdiction) other than a connection arising solely from the ownership acquisition, ownership, holding or disposition of those the Notes, the enforcement of rights under the Notes or any Guarantee or the receipt of payments under or in respect of those Notes) between that Holder (the Notes or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided forany Guarantee; (ii) any estateTax, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States extent such Tax is imposed or withheld as a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment result of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds of the Notes to comply with satisfy any certification, information, documentation identification or other reporting requirements concerning the nationality, residence, identity or connections connection with the United States Relevant Taxing Jurisdiction of America such holder or beneficial owner which is required by applicable law, treaty, regulation or administrative practice of the beneficial owner or any Holder (including, but not limited to, the requirement Relevant Taxing Jurisdiction as a precondition to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECIexemption from, or any subsequent versions thereof reduction in the rate of deduction or successor theretowithholding of, and all or part of such Tax (including, without limitation, a certification that the holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction), but in each case, only to the extent such holder or beneficial owner is legally eligible to provide such certification or other documentation; (iii) any documentation requirement under an applicable income Tax that would not have been imposed if the presentation of Notes (where presentation is required) for payment had occurred within 30 days after the date such payment was due and payable or was duly provided for, whichever is later (except to the extent that the holder or beneficial owner would have been entitled to Additional Amounts had the note been presented within such 30-day period); (iv) any estate, inheritance, gift, value added, sales or similar Tax; (v) any Tax, to the extent such Tax imposed in respect of a holder or beneficial owner and required to be withheld or deducted pursuant to the Luxembourg law of December 23, 2005, as amended, introducing in Luxembourg a 20% withholding tax treaty)as regards Luxembourg resident individuals; (vi) any Tax that could have been avoided by the presentation of Notes (where presentation is required) for payment to another paying agent in a member state of the European Union; (vii) any taxTax payable other than by deduction or withholding from payments under, assessment or other governmental charge imposed as a result of a Holder (with respect to, the Notes or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue CodeGuarantee; (viii) any tax, assessment withholding or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under deduction required pursuant to Sections 1471 through 1474 of the Internal Revenue Code as of the Issue Date (or any amended or successor version of such Sectionsversion), any current or future regulations or other guidance agreements thereunder, official interpretations thereof, or any agreement (including fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement) agreement entered into in connection therewithwith the implementation of such sections of the Code; or (xix) any combination of items clauses (i), (ii), (iii), (iv), (v), (vi), (vii), ) through (viii) above. (b) The applicable withholding agent will (i) make any required withholding or deduction; and (ii) remit the full amount deducted or withheld to the relevant Taxing Authority in accordance with applicable law. The Issuers or any Guarantor, as applicable, will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Second Lien Trustee. If certified copies of such tax receipts are not reasonably obtainable, the Issuers or such Guarantor, as applicable, shall provide the Second Lien Trustee with other evidence of payment reasonably satisfactory to the Second Lien Trustee. Such certified copies or other evidence shall be made available to holders upon request. (c) Each of the Issuers and the Guarantors will indemnify and hold harmless each holder and beneficial owner from and against any Taxes withheld or deducted (other than Taxes excluded by clauses (i) through (ix) above; nor shall any Additional Amounts be paid ) that are levied or imposed on a holder or beneficial owner (x) as a result of payments made under or with respect to the Notes or (y) with respect to any Holder indemnification payments under the foregoing clause (x) or this clause (y), such that is not the sole net amount received by such holder or beneficial owner after such indemnification payments will not be less than the net amount the holder or beneficial owner would have received if the Taxes described in clauses (x) and (y) above had not been imposed. (d) Whenever in this Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, 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 a portion would be payable in respect thereof. (e) The Issuers will pay any present or future stamp, issue, registration, court or documentary Taxes, or any other excise, property or similar Taxes, that arise in any jurisdiction from the execution, issuance, delivery, registration or enforcement of the Notes, any Guarantee, this Indenture, or that is a fiduciaryany other document or instrument referred to therein, partnership or limited liability company to the extent that a beneficial owner receipt of any payments with respect to the HolderNotes or the Guarantees (“Documentary Taxes”); provided that the Issuer will not be liable for any Luxembourg registration duties, which would become payable as a beneficiary or settlor with respect result of the registration, by any holder, of the documents relating to the fiduciary Notes, any Guarantee, this Indenture, or a member of any other document or instrument referred to herein or therein, when such registration is not required to enforce that partnership, limited liability company or a beneficial owner thereof would not have been entitled holder’s rights under the documents relating to the payment of those Notes, any Guarantee, this Indenture, or any other document or instrument referred to herein or therein. (f) The obligation to pay Additional Amounts had that beneficiaryand Documentary Taxes under the terms and conditions described above will survive any termination, settlordefeasance or discharge of this Indenture, member and will apply mutatis mutandis to any successor to the Issuers or beneficial owner received directly its beneficial any Guarantor and to any jurisdiction in which any such successor is incorporated, organized, resident or distributive share of engaged in business for tax purposes, or any jurisdiction from or through which any such successor makes payment on the paymentNotes or any Guarantee, and any political subdivision or Taxing Authority thereof or therein.

Additional Amounts. (a) All payments Amounts to be paid on any series of principal and interest in respect of the Notes shall Subordinated Debt Securities will be made free and clear of, and without deduction or withholding for for, or on account of of, any and all present or and future income, stamp and other taxes, levies, imposts, duties, assessments charges or other governmental charges of whatsoever nature fees imposed, levied, collected, withheld or assessed by or on behalf of the United States Kingdom or any political subdivision or taxing authority of thereof or in therein having the United Statespower to tax (the “Taxing Jurisdiction”), unless such deduction or withholding or deduction is required by law. (b) The . If at any time a Taxing Jurisdiction requires the Company shall to make such deduction or withholding, the Company will pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of with respect to the principal of of, interest and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amountspayment on, the Subordinated Debt Securities (“Additional Amounts”); provided, however, ) that are necessary in order that the Company net amounts paid to the Holders of Subordinated Debt Securities of the particular series, after the deduction or withholding, shall equal the amounts which would have been payable on the Subordinated Debt Securities if the deduction or withholding had not be required been required. However, this will not apply to make any payment of Additional Amounts such tax, levy, impost, duty, charge or fee, which would not have been deducted or withheld but for or on account ofthe fact that: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes Holder or the receipt Beneficial Owner of payments in respect of those Notes) between that Holder (the Subordinated Debt Security is a domiciliary, national or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder resident of, or possessor engaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise having some connection with the Taxing Jurisdiction other than the holding or ownership of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial ownerSubordinated Debt Security, or that fiduciarythe collection of any payment of, settloror in respect of, beneficiaryprincipal of, memberor any interest, shareholder or possessor being or having been a citizen or resident or treated as a resident other payment on, any Subordinated Debt Security of the United States or being or having been engaged relevant series, (ii) except in trade or business or present the case of winding-up in the United States or having had a permanent establishment Kingdom, the relevant Subordinated Debt Security is presented (where presentation is required) for payment in the United States or Kingdom, (Biii) the relevant Subordinated Debt Security is presented (where presentation of a debt security is required) for payment on a date more than 30 days after the later of the date on which that payment becomes became due and payable and the date on which payment is duly or was provided for; (ii) any estate, inheritancewhichever is later, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or except to the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, extent that the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having would have been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect entitled to the United States or a corporation Additional Amounts on presenting the same for payment at the close of that accumulates earnings to avoid U.S. federal income tax;30 day period, (iv) the Holder or the Beneficial Owner of the relevant Subordinated Debt Security or the Beneficial Owner of any payment of, or in respect of, principal of, or any interest or other payment on, the Subordinated Debt Security failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or the Beneficial Owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or part of the tax, assessment levy, impost, duty, charge or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holderfee; (v) any tax, assessment the withholding or other governmental charge deduction is required to be withheld by any paying agent from any payment made pursuant to European Council Directive 2003/48/EC on the taxation of principal of or premium, if anysavings income, or interest any directive amending, supplementing or replacing such directive or any law implementing or complying with, or introduced in order to conform to, such directive or directives; (vi) the relevant Subordinated Debt Security is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the Notes of that Holder if such payment can be made without withholding by any other relevant Subordinated Debt Security to another paying agent; (vivii) the deduction or withholding is imposed by reason of Sections 1471-1474 of the US Internal Revenue Code and the U.S. Treasury regulations thereunder or any tax, assessment or other governmental charge which would not have been imposed but for agreement with the failure of a Holder U.S. Internal Revenue Service in connection with these sections and regulations (or the beneficial owner for whose benefit such Holder holds the Notes“FATCA”), any intergovernmental agreement between the United States and the United Kingdom or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporationany other jurisdiction with respect to FATCA, or any intermediary through which a beneficial owner holds Notes to comply with certificationlaw, information, documentation regulation or other reporting requirements concerning the nationalityofficial guidance enacted in any jurisdiction implementing, residenceor relating to, identity or connections with the United States of America of the beneficial owner FATCA or any Holder (includingintergovernmental agreement, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code;or (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items subclauses (i), (ii), (iii), (iv), (v), (vi), ) through (vii), (viii) and (ix) above; , nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holderprincipal of or any interest or other payment on, the Subordinated Debt Securities to any Holder who is a fiduciary or partnership or any person other than the sole Beneficial Owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to the such fiduciary or a member of that partnership, limited liability company such partnership or a beneficial owner thereof Beneficial Owner who would not have been entitled to such Additional Amounts, had it been the Holder. Whenever in this Subordinated Indenture there is mentioned, in any context, the payment of those the principal of or any interest or other payments on, or in respect of, any Subordinated Debt Security of any series such mention shall be deemed to include mention of the payment of Additional Amounts had that beneficiaryprovided for in this Section to the extent that, settlorin such context, member Additional Amounts are, were or beneficial owner received directly its beneficial or distributive share would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the paymentpayment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made. Upon request from the Trustee or a paying agent, the Company shall provide information reasonably necessary and readily available in order to enable to the Trustee or paying agent to determine whether any withholding obligations under FATCA apply. None of the Company, the Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s or paying agent’s compliance with any such withholding obligation under applicable law.

Additional Amounts. (a) All payments of principal and interest in made under or with respect of to the Notes or the Note Guarantees shall be made free and clear of, and without withholding or deduction for or withholding on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including related penalties, interest and other liabilities) (hereinafter, “Taxes”) imposed or levied by or on behalf of (1) the government of the United Kingdom, (2) the United States, (3) any other jurisdiction in which the Issuer or any Note Guarantor is organized or is otherwise resident for tax purposes, (4) any jurisdiction from or through which payment is made and (5) any political subdivision or governmental authority or agency of or in any of the foregoing having the power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or any Note Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. (b) If the Issuer or a Note Guarantor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any present payment made under or future taxeswith respect to the Notes or the Note Guarantees, duties, assessments the Issuer or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. (b) The Company applicable Note Guarantor shall pay to a Holder who is not a United States person such additional amounts (“Additional Amounts”) as may be necessary so that every the net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder amount received by the United States of America Holders and beneficial owners (including Additional Amounts) after such withholding or any taxing authority thereof or therein, shall deduction will not be less than the amount provided in the Note to be then due Holders and payable (beneficial owners would have received if such amounts, the “Additional Amounts”)Taxes had not been withheld or deducted; provided, however, that the Company shall not be required foregoing obligation to make any payment of pay Additional Amounts for or on account ofdoes not apply to: (i1) any tax, assessment or other governmental charge Taxes that would not have been so imposed but for (A) the existence of any present or former connection (other than a connection arising solely from between the ownership of those Notes relevant Holder or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), (or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder relevant Holder or beneficial owner, if that the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the Relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of such Note); (2) any estate, inheritance, gift, sales, excise, transfer, personal property Tax or similar Tax; (3) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, or any intermediary through which a premium or interest on, the Notes; (4) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner holds Notes of a Note with a request by the Issuer addressed to comply with certification, information, documentation the Holder or other reporting requirements such beneficial owner (A) to provide information concerning the nationality, residence, identity or connections present or former connection with the United States a Relevant Taxing Jurisdiction of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or such beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) to make any declaration or other similar claim or satisfy any certification, information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) statute, treaty, regulation or administrative practice of the Internal Revenue Code Relevant Taxing Jurisdiction as a precondition to exemption from all or (C) a bank receiving interest described in Section 881(c)(3)(A) part of the Internal Revenue Codesuch Tax; (viii5) any taxwithholding or deduction imposed on a payment to an individual required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, assessment 2000 on the taxation of savings income or other governmental charge any law implementing or introduced in order to conform to, such Directive; (6) any combination of items (1), (2), (3), (4) and (5) above; (7) any Taxes that would not have been imposed but so imposed, withheld or deducted if the beneficiary of the payment had presented the Note for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 payment within 30 days after the date on which such payment becomes or such Note became due and payable or the date on which payment thereof is duly provided for, whichever occurs lateris later (except to the extent that such beneficiary would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period); (ix) 8) any taxes payable payment under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid with respect to a Note to any Holder that who is not a fiduciary or partnership or any Person other than the sole beneficial owner of the Notessuch payment, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or such fiduciary, a member of that partnership, limited liability company such a partnership or a the beneficial owner thereof of such payment would not have been entitled to the payment of those Additional Amounts had that such beneficiary, settlor, member or beneficial owner received directly its been the actual Holder of such Note; or (9) any withholding or deduction that is imposed on a Note presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or distributive share deduction by presenting the relevant Note to another Paying Agent in a Member State. (c) If the Issuer or any Note Guarantor will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or the relevant Note Guarantee, as applicable, the Issuer or such Note Guarantor, as applicable, will deliver to the Trustee at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the Note Guarantor, as applicable, shall notify the Trustee promptly thereafter but in no event later than two Business Days prior to the date of payment) notice of payment in the form of an Officer’s Certificate. In either circumstance, the Officer’s Certificate must state that Additional Amounts will be payable and the amount so payable. The Officer’s Certificate must also set forth any other information necessary to enable the Paying Agent to pay Additional Amounts to Holders and beneficial owners on the relevant payment date. (d) The Issuer will (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the paymentTaxes with respect to which Additional Amounts are paid. Certificated copies of such receipts and such other documentation shall be made available to Holders upon request and will be made available at the offices of the Paying Agent if the Notes are then listed on the Luxembourg Stock Exchange. The Issuer will attach to such copies an Officer’s Certificate stating (x) that the amount of withholding Taxes evidenced by such copies was paid in connection with any payment made under or with respect to the Notes or any Note Guarantee and (y) the amount of such withholding Taxes paid per £1,000 or $1,000 of Notes, as applicable. (e) Whenever in this Indenture there is mentioned, in any context, the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to any of the Notes or any Note Guarantee, that reference shall be deemed to include 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. (f) The Issuer or a Note Guarantor will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Note Guarantees, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes or the Note Guarantees, excluding taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee. (g) The preceding provisions of this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer or any Note Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments of principal and interest in made by the Issuer or the Guarantors under or with respect of the Notes to a Security shall be made free and clear of, and without withholding or deduction or withholding for or on account of of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge (including penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) imposed or levied by or on behalf of whatsoever nature imposed, levied, collected, withheld or assessed by the government of the United States States, the United Kingdom or any other jurisdiction in which the Issuer or the Guarantors are organized or resident for tax purposes, or within or through which payment is made, or any political subdivision or taxing authority or agency thereof or therein (any of or in the United Statesaforementioned being a “Taxing Jurisdiction”), unless the Issuer or the Guarantors is or are required to withhold or deduct any such withholding Taxes by law or deduction is required by lawthe interpretation or administration thereof. (b) The Company If the Issuer or the Guarantors are so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to a Security or the Guarantees, the Issuer or the Guarantors, as applicable, shall pay to a Holder who is not a United States person such additional amounts (“Additional Amounts”) as may be necessary so that every the net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder amount received by the United States Holder of America such Security (including Additional Amounts) after such withholding or any taxing authority thereof or therein, shall deduction of such Taxes will not be less than the amount provided in the Note such Holder would have received if such Taxes had not been required to be then due and payable (such amounts, the “Additional Amounts”)withheld or deducted; provided, however, that notwithstanding the Company foregoing, Additional Amounts shall not be required to make any payment of Additional Amounts for or on account ofpaid with respect to: (i1) any tax, assessment or other governmental charge Taxes that would not have been imposed so imposed, deducted or withheld but for (A) the existence of any present or former connection (other than a connection arising solely from between the ownership of those Notes Holder or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), of a Security (or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlorsettler, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder Holder or beneficial ownerowner of such Security, if that the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of the execution, delivery, registration or enforcement of such Security); (2) subject to Section 4.21(f), any estate, inheritance, gift, sales, excise, transfer or personal property tax or similar tax, assessment or governmental charge; (3) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Security or beneficial owner of any payment on such Security had (i) made a declaration of non-residence, or any intermediary through other claim or filing for exemption, to which a beneficial owner holds Notes to comply it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirements requirement concerning the nationality, residence, identity or connections connection with the United States relevant Taxing Jurisdiction of America such Holder or beneficial owner of such Security or any payment on such note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the beneficial owner Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, the relevant Holder at that time has been notified by the Company, the Guarantors or any Holder (including, but not limited to, the requirement other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treatybe made); (vii4) any taxa withholding or deduction imposed on a payment to an individual which is required to be made pursuant to the EU Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes)2003, or a fiduciary, settlor, beneficiary of, member any law implementing or shareholder ofcomplying with, or possessor of a power overintroduced in order to conform to, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Codesuch Directive; (viii5) any tax, assessment or other governmental charge Taxes that would not have been imposed but so imposed, deducted or withheld if the beneficiary of the payment had presented the Security for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 payment within 30 days after the date on which such payment becomes or such Security became due and payable or 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 Security been presented on the last day of such 30-day period); (ix6) any taxes payable payment under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid with respect to a Security to any Holder that is not a fiduciary or partnership or any Person other than the sole beneficial owner of the Notessuch payment or Security, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or such fiduciary, a member of that partnership, limited liability company such partnership or a the beneficial owner thereof of such payment or Security would not have been entitled to the payment of those Additional Amounts had that such beneficiary, settlor, member or beneficial owner received directly its beneficial been the actual Holder of such Security; (7) a Security presented for payment by or distributive share on behalf of a Holder who or that would have reasonably been able to avoid such withholding or deduction by presenting the relevant Security to another paying agent maintained by the Issuer in a Member State of the European Union; or (8) any combination of items (1) through (7) above. The foregoing provisions shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to the Issuer or the Guarantors. (c) The Issuer or the Guarantors shall make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuer or the Guarantors shall furnish to the Trustee, within 30 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts or, if such tax receipts are not reasonably available to the Issuer or the Guarantors, such other documentation that provides reasonable evidence of such payment by the Issuer or the Guarantors. Copies of such receipts or other documentation shall be made available to the Holders or the Paying Agents, as applicable, upon request. (d) At least 30 days prior to each date on which any payment under or with respect to any Securities is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in which case it shall be promptly paid thereafter, if the Issuer or the Guarantors shall be obligated to pay Additional Amounts with respect to such payment, the Issuer or the Guarantors shall deliver to the Trustee and the Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and shall set forth such other information necessary to enable such Trustee and Paying Agent to pay such Additional Amounts to Holders of such Securities on the payment date. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. (e) Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest, or of any other amount payable under or with respect to any Security, such mention shall be deemed to include or 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. (f) The Issuer and the Guarantors shall pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Securities, this Indenture or any other document or instrument in relation thereto or hereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside any jurisdiction in which a Paying Agent is located, and the Issuer and the Guarantors hereby indemnify the Holders of the Securities for any such non-excluded taxes paid by such Holders.

Additional Amounts. (a) All payments of principal principal, premium, if any, and interest made by the Company in respect of the Notes any Security shall be made free and clear ofwithout withholding or deduction for, and without deduction or withholding for or on account of of, any present or future taxes, duties, assessments or other governmental charges of whatsoever whatever nature imposed(collectively, levied“Taxes”) imposed or levied by or within the British Virgin Islands, collectedthe Cayman Islands, withheld the PRC or assessed any jurisdiction where the Company is otherwise considered by the United States or a taxing authority to be a resident for tax purposes (in each case, including any political subdivision or taxing any authority of therein or in thereof having power to tax) (the United States“Relevant Jurisdiction”), unless such withholding or deduction of such Taxes is required by law. (b) The . If the Company is required to make such withholding or deduction, the Company shall pay to a Holder who is not a United States person such additional amounts (“Additional Amounts”) as may will result in receipt by each Holder of Securities of such amounts as would have been received by such Holder had no such withholding or deduction of such Taxes been required, except that no such Additional Amounts shall be necessary so payable: (i) in respect of any such Taxes that every net payment would not have been imposed, deducted or withheld but for the existence of any connection (whether present or former) between the principal Holder or beneficial owner of a Security and the Relevant Jurisdiction other than merely holding such Security or receiving principal, premium, if any, and or interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder thereof (or the beneficial owner for whose benefit including such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident of the United States thereof or being or having been physically present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment therein); (ii) in the United States or (B) the presentation respect of a debt security any Security presented for payment on a date (where presentation is required) more than 30 days after the relevant date, except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on the last day of such 30-day period. For this purpose, the “relevant date” in relation to any Security means the later of (a) the due date for such payment or (b) the date on which that such payment becomes due and payable and the date on which payment is was made or duly provided for; (iiiii) in respect of any Taxes that would not have been imposed, deducted or withheld but for a failure of the Holder or beneficial owner of a Security to comply with a timely request by the Company addressed to the Holder or beneficial owner to provide information concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request is required under the tax laws of such jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder; (iv) in respect of any Taxes imposed as a result of a Security being presented for payment (where presentation is required) in the Relevant Jurisdiction, unless such Security could not have been presented for payment elsewhere; (v) in respect of any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental chargeTaxes; (iiivi) to any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason Holder of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or Security that is a fiduciary, settlor, beneficiary of, member partnership or shareholder of, or possessor person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of a power overRelevant Jurisdiction, the Holder for tax purposes, of a beneficiary or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company settlor with respect to the United States fiduciary, or a corporation member of that accumulates earnings partnership or a beneficial owner who would not have been entitled to avoid U.S. federal income taxsuch Additional Amounts had that beneficiary, settlor, partner or beneficial owner been the Holder thereof; (ivvii) in respect of any such Taxes withheld or deducted from any payment under or with respect to any Security where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECONFIN Council meeting of November 26-27, 2000 on the taxation of saving income or any law implementing or complying with, or introduced in order to conform to, any such Directive; (viii) any tax, assessment or other governmental charge which is such Taxes payable otherwise than by deduction or withholding from payments under or with respect to any Security; or (ix) any combination of Taxes referred to in the preceding clauses (i) through (viii) above. (b) In the event that any withholding or deduction for or on account of any Taxes is required and Additional Amounts are payable with respect thereto, at least 10 days prior to each date of payment of principal of or of, premium, if any, or interest on the Notes of that Holder; (v) any taxSecurities, assessment or the Company shall furnish to the Trustee and the Paying Agent, if other governmental charge than the Trustee, an Officers’ Certificate specifying the amount required to be withheld by or deducted on such payments to such Holders, certifying that the Company shall pay such amounts required to be withheld to the appropriate governmental authority and certifying to the fact that the Additional Amounts will be payable and the amounts so payable to each Holder, and that the Company will pay to the Trustee or such Paying Agent the Additional Amounts required to be paid; provided that no such Officers’ Certificate will be required prior to any paying agent from any date of payment of principal of or of, premium, if any, or interest on the Notes of that Holder such Securities if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have there has been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a no change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holdermatters set forth in a prior Officers’ Certificate. The Trustee and each Paying Agent may rely on the fact that any Officers’ Certificate contemplated by this Section 6.05(b) has not been furnished as evidence of the fact that no withholding or deduction for or on account of any Taxes is required. The Company covenants to indemnify the Trustee and any Paying Agent for and to hold them harmless against any loss, a beneficiary liability or settlor expense reasonably incurred without fraudulent activity, gross negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any such Officers’ Certificate furnished pursuant to this Section 6.05(b) or on the fact that any Officers’ Certificate contemplated by this Section 6.05(b) has not been furnished. (c) Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, or interest in respect of any Security, such mention shall be deemed to include the payment of Additional Amounts provided for in this Indenture, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indenture. (d) Sections 6.05(a), (b) and (c) shall apply in the same manner with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled jurisdiction in which any successor Person to the payment Company is organized or resident for tax purposes or any authority therein or thereof having the power to tax (a “Successor Jurisdiction”), substituting such Successor Jurisdiction for the Relevant Jurisdiction. (e) The obligation of those the Company to make payments of Additional Amounts had that beneficiaryunder this Section 6.05 shall survive any termination, settlor, member defeasance or beneficial owner received directly its beneficial or distributive share discharge of the paymentthis Indenture.

Additional Amounts. (a) All payments of principal principal, premium, if any, and interest made by or on behalf of the Company in respect of the Notes any Security shall be made free and clear ofwithout withholding or deduction for, and without deduction or withholding for or on account of of, any present or future taxes, duties, assessments or other governmental charges of whatsoever whatever nature imposed(collectively, levied“Taxes”) imposed or levied by or within Bermuda, collectedthe British Virgin Islands, withheld Cayman Islands, Hong Kong, the PRC or assessed any jurisdiction where the Company or the Paying Agent is otherwise considered by the United States or a taxing authority to be a resident for tax purposes (in each case, including any political subdivision or taxing any authority of therein or in thereof having power to tax) (the United States“Relevant Jurisdiction”), unless such withholding or deduction of such Taxes is required by law. (b) The . If the Company is required to make such withholding or deduction, the Company shall pay to a Holder who is not a United States person such additional amounts (“Additional Amounts”) as may will result in receipt by each Holder of Securities of such amounts as would have been received by such Holder had no such withholding or deduction of such Taxes been required, except that no such Additional Amounts shall be necessary so payable: (i) in respect of any such Taxes that every net payment would not have been imposed, deducted or withheld but for the existence of any connection (whether present or former) between the principal Holder or beneficial owner of a Security and the Relevant Jurisdiction other than merely holding such Security or receiving principal, premium, if any, and or interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder thereof (or the beneficial owner for whose benefit including such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident of the United States thereof or being or having been physically present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment therein); (ii) in the United States or (B) the presentation respect of a debt security any Security presented for payment on a date (where presentation is required) more than 30 days after the relevant date, except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on the last day of such 30-day period. For this purpose, the “relevant date” in relation to any Security means the later of (a) the due date for such payment or (b) the date on which that such payment becomes due and payable and the date on which payment is was made or duly provided for; (iiiii) in respect of any Taxes that would not have been imposed, deducted or withheld but for a failure of the Holder or beneficial owner of a Security to comply with a timely request by the Company addressed to the Holder or beneficial owner to provide information concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request is required under the tax laws of such jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder; (iv) in respect of any Taxes imposed as a result of a Security being presented for payment (where presentation is required) in the Relevant Jurisdiction, unless such Security could not have been presented for payment elsewhere; (v) in respect of any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental chargeTaxes; (iiivi) to any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason Holder of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or Security that is a fiduciary, settlor, beneficiary of, member partnership or shareholder of, or possessor person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of a power overRelevant Jurisdiction, the Holder for tax purposes, of a beneficiary or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company settlor with respect to the United States fiduciary, or a corporation member of that accumulates earnings partnership or a beneficial owner who would not have been entitled to avoid U.S. federal income taxsuch Additional Amounts had that beneficiary, settlor, partner or beneficial owner been the Holder thereof; (ivvii) in respect of any such Taxes withheld or deducted from any payment under or with respect to any Security where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26—27, 2000 on the taxation of saving income or any law implementing or complying with, or introduced in order to conform to, any such directive; (viii) with respect to any withholding or deduction that is imposed in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and any other jurisdiction implementing or relating to FATCA or any non-U.S. law, regulation or guidance enacted or issued with respect thereto; (ix) any tax, assessment or other governmental charge which is such Taxes payable otherwise than by deduction or withholding from payments under or with respect to any Security; or (x) any combination of Taxes referred to in the preceding clauses (i) through (ix) above. (b) In the event that any withholding or deduction for or on account of any Taxes is required and Additional Amounts are payable with respect thereto, at least 10 Business Days prior to each date of payment of principal of or of, premium, if any, or interest on the Notes of that Holder; (v) any taxSecurities, assessment or the Company shall furnish to the Trustee and the Paying Agent, if other governmental charge than the Trustee, an Officers’ Certificate specifying the amount required to be withheld by or deducted on such payments to such Holders, certifying that the Company shall pay such amounts required to be withheld to the appropriate governmental authority and certifying to the fact that the Additional Amounts will be payable and the amounts so payable to each Holder, and that the Company will pay to the Trustee or such Paying Agent the Additional Amounts required to be paid; provided that no such Officers’ Certificate will be required prior to any paying agent from any date of payment of principal of or of, premium, if any, or interest on the Notes of that Holder such Securities if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have there has been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a no change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holdermatters set forth in a prior Officers’ Certificate. The Trustee and each Paying Agent shall be entitled to rely on the fact that any Officers’ Certificate contemplated by this Section 6.05(b) has not been furnished as evidence of the fact that no withholding or deduction for or on account of any Taxes is required. The Company covenants to indemnify the Trustee and any Paying Agent for and to hold them harmless against any loss, a beneficiary liability or settlor reasonably incurred expense without fraudulent activity, gross negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any such Officers’ Certificate furnished pursuant to this Section 6.05(b) or on the fact that any Officers’ Certificate contemplated by this Section 6.05(b) has not been furnished. (c) Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, or interest in respect of any Security, such mention shall be deemed to include the payment of Additional Amounts provided for in this Indenture, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indenture. (d) Sections 6.05(a), (b) and (c) shall apply in the same manner with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled jurisdiction in which any successor Person to the payment Company is organized or resident for tax purposes or any authority therein or thereof having the power to tax (a “Successor Jurisdiction”), substituting such Successor Jurisdiction for the Relevant Jurisdiction. (e) If the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Notes, it shall deliver to the Trustee, the Paying Agent and the Holders official tax receipts evidencing the remittance to the relevant tax authorities of those the amounts so withheld or deducted. (f) The obligation of the Company to make payments of Additional Amounts had that beneficiaryunder this Section 6.05 shall survive any termination, settlor, member defeasance or beneficial owner received directly its beneficial or distributive share discharge of the paymentthis Indenture.

Additional Amounts. (a) All payments of principal principal, premium, if any, and interest made by or on behalf of the Company in respect of the Notes any Security shall be made free and clear ofwithout withholding or deduction for, and without deduction or withholding for or on account of of, any present or future taxes, duties, assessments or other governmental charges of whatsoever whatever nature imposed(collectively, levied“Taxes”) imposed or levied by or within Bermuda, collectedthe British Virgin Islands, withheld Cayman Islands, Hong Kong, the PRC or assessed any jurisdiction where the Company or the Paying Agent is otherwise considered by the United States or a taxing authority to be a resident for tax purposes (in each case, including any political subdivision or taxing any authority of therein or in thereof having power to tax) (the United States“Relevant Jurisdiction”), unless such withholding or deduction of such Taxes is required by law. (b) The . If the Company is required to make such withholding or deduction, the Company shall pay to a Holder who is not a United States person such additional amounts (“Additional Amounts”) as may will result in receipt by each Holder of Securities of such amounts as would have been received by such Holder had no such withholding or deduction of such Taxes been required, except that no such Additional Amounts shall be necessary so payable: (i) in respect of any such Taxes that every net payment would not have been imposed, deducted or withheld but for the existence of any connection (whether present or former) between the principal Holder or beneficial owner of a Security and the Relevant Jurisdiction other than merely holding such Security or receiving principal, premium, if any, and or interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder thereof (or the beneficial owner for whose benefit including such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident of the United States thereof or being or having been physically present or engaged in a trade or business therein or present in the United States having or having had a permanent establishment therein); (ii) in the United States or (B) the presentation respect of a debt security any Security presented for payment on a date (where presentation is required) more than 30 days after the relevant date, except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on the last day of such 30-day period. For this purpose, the “relevant date” in relation to any Security means the later of (a) the due date for such payment or (b) the date on which that such payment becomes due and payable and the date on which payment is was made or duly provided for; (iiiii) in respect of any Taxes that would not have been imposed, deducted or withheld but for a failure of the Holder or beneficial owner of a Security to comply with a timely request by the Company addressed to the Holder or beneficial owner to provide information concerning such H▇▇▇▇▇’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request is required under the tax laws of such jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder; (iv) in respect of any Taxes imposed as a result of a Security being presented for payment (where presentation is required) in the Relevant Jurisdiction, unless such Security could not have been presented for payment elsewhere; (v) in respect of any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental chargeTaxes; (iiivi) to any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason Holder of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or Security that is a fiduciary, settlor, beneficiary of, member partnership or shareholder of, or possessor person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of a power overRelevant Jurisdiction, the Holder for tax purposes, of a beneficiary or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company settlor with respect to the United States fiduciary, or a corporation member of that accumulates earnings partnership or a beneficial owner who would not have been entitled to avoid U.S. federal income taxsuch Additional Amounts had that beneficiary, settlor, partner or beneficial owner been the Holder thereof; (ivvii) in respect of any such Taxes withheld or deducted from any payment under or with respect to any Security where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26—27, 2000 on the taxation of saving income or any law implementing or complying with, or introduced in order to conform to, any such directive; (viii) with respect to any withholding or deduction that is imposed in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between the United States and any other jurisdiction implementing or relating to FATCA or any non-U.S. law, regulation or guidance enacted or issued with respect thereto; (ix) any tax, assessment or other governmental charge which is such Taxes payable otherwise than by deduction or withholding from payments under or with respect to any Security; or (x) any combination of Taxes referred to in the preceding clauses (i) through (ix) above. (b) In the event that any withholding or deduction for or on account of any Taxes is required and Additional Amounts are payable with respect thereto, at least 10 Business Days prior to each date of payment of principal of or of, premium, if any, or interest on the Notes of that Holder; (v) any taxSecurities, assessment or the Company shall furnish to the Trustee and the Paying Agent, if other governmental charge than the Trustee, an Officers’ Certificate specifying the amount required to be withheld by or deducted on such payments to such Holders, certifying that the Company shall pay such amounts required to be withheld to the appropriate governmental authority and certifying to the fact that the Additional Amounts will be payable and the amounts so payable to each Holder, and that the Company will pay to the Trustee or such Paying Agent the Additional Amounts required to be paid; provided that no such Officers’ Certificate will be required prior to any paying agent from any date of payment of principal of or of, premium, if any, or interest on the Notes of that Holder such Securities if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have there has been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a no change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holdermatters set forth in a prior Officers’ Certificate. The Trustee and each Paying Agent shall be entitled to rely on the fact that any Officers’ Certificate contemplated by this Section 6.05(b) has not been furnished as evidence of the fact that no withholding or deduction for or on account of any Taxes is required. The Company covenants to indemnify the Trustee and any Paying Agent for and to hold them harmless against any loss, a beneficiary liability or settlor reasonably incurred expense without fraudulent activity, gross negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any such Officers’ Certificate furnished pursuant to this Section 6.05(b) or on the fact that any Officers’ Certificate contemplated by this Section 6.05(b) has not been furnished. (c) Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, or interest in respect of any Security, such mention shall be deemed to include the payment of Additional Amounts provided for in this Indenture, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indenture. (d) Sections 6.05(a), (b) and (c) shall apply in the same manner with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled jurisdiction in which any successor Person to the payment Company is organized or resident for tax purposes or any authority therein or thereof having the power to tax (a “Successor Jurisdiction”), substituting such Successor Jurisdiction for the Relevant Jurisdiction. (e) If the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Notes, it shall deliver to the Trustee, the Paying Agent and the Holders official tax receipts evidencing the remittance to the relevant tax authorities of those the amounts so withheld or deducted. (f) The obligation of the Company to make payments of Additional Amounts had that beneficiaryunder this Section 6.05 shall survive any termination, settlor, member defeasance or beneficial owner received directly its beneficial or distributive share discharge of the paymentthis Indenture.

Additional Amounts. (a) All payments of principal and interest in made by a Payor under, or with respect of to, the Notes shall or a Subsidiary Guarantee will be made free and clear of, of and without withholding or deduction or withholding for or on account of any present or future taxes, duties, levies, imposts, assessments or other governmental charges of whatsoever whatever nature imposed(including penalties, leviedinterest and other liabilities related thereto) (collectively, collected, withheld “Taxes”) unless the Payor is required to withhold or assessed deduct such Taxes by law or by the United States official interpretation or administration thereof. If the Payor is required to withhold or deduct any amount for, or on account of, Taxes imposed or levied by or on behalf of (i) Bermuda, the Netherlands and Curaçao or any political subdivision or taxing governmental authority of any thereof or therein having the power to tax, (ii) any jurisdiction from or through which payment on the Notes or the Subsidiary Guarantee is made, or any political subdivision or governmental authority thereof or therein having the power to tax, or (iii) any other jurisdiction in which a Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the United Statespower to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or any Subsidiary Guarantee, unless the Payor will pay such withholding or deduction is required by law. (b) The Company shall pay to a Holder who is not a United States person additional amounts (“Additional Amounts”) as may be necessary so that every the net payment amount received by each holder of the principal of and premium, if any, and interest on the Notes to (including Additional Amounts) after such Holder, after withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall will not be less than the amount provided in the Note such holder would have received if such Taxes had not been required to be then due and payable (such amounts, the “Additional Amounts”)withheld or deducted; provided, however, that the Company shall not be required foregoing obligation to make any payment of pay Additional Amounts for or on account ofdoes not apply to: (i1) any tax, assessment or other governmental charge Taxes that would not have been so imposed but for (A) the existence of any present or former connection between the relevant holder, including, without limitation, such relevant holder being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlorsettler, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, that Holder or beneficial ownerover the relevant holder, if that Holder or beneficial owner the relevant holder is an estate, trustnominee, partnership trust or corporation), and the United States, including Relevant Taxing Jurisdiction other than a connection resulting from the mere ownership or holding of such Note or enforcement of rights thereunder or under the Subsidiary Guarantee or the receipt of payments in respect thereof; (2) any Taxes that Holder would not have been so imposed if the holder had made a declaration of non-residence or beneficial owner, any other claim or filing for exemption to which it is entitled (provided that fiduciary, settlor, beneficiary, member, shareholder (x) such declaration of non-residence or possessor being other claim or having been a citizen or resident or treated filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a resident precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the United States Relevant Taxing Jurisdiction, the relevant holder at that time has been notified (in accordance with the procedures set forth in ‎Section 13.02 of the Indenture) by the Payor or being any other person through whom payment may be made that a declaration of non-residence or having been engaged in trade other claim or business or present in the United States or having had a permanent establishment in the United States or filing for exemption is required to be made); (B3) the presentation of a debt security any Note presented for payment on a date (where presentation is required) more than 30 days after the later of the date on which that payment becomes due and payable and the date on which relevant payment is duly provided forfirst 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 during such 30 day period); (ii4) any Taxes that are payable otherwise than by withholding from a payment of the principal of, or interest, on the Notes or under the Subsidiary Guarantee; (5) any estate, inheritance, gift, salessale, transfer, excise, personal property, wealth, capital gains, interest equalization property or similar tax, assessment or other governmental charge; (iii6) any tax, assessment withholding or other governmental charge deduction imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is payment to an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge individual and required to be withheld made pursuant to the European Union Directive on the taxation of savings income (the “Directive”) which was adopted by the ECOFIN Council of the European Union (the Council of EU finance and economic ministers) on June 3, 2003 or any paying agent from any payment of principal of law implementing or premium, if anycomplying with, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes introduced in order to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited conform to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewithDirective; or (x7) any combination Taxes which could have been avoided by the presentation (where presentation is required) of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any the relevant Note to another Paying Agent in a member state of the European Union. Such Additional Amounts will also not be paid to any Holder that is not payable where, had the sole beneficial owner of the Notes, or a portion Note been the holder of the NotesNote, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (7) inclusive above. The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of those any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the holder(s) for whom such Taxes were deducted or withheld. The Payor will attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments on the Notes and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation will be available for inspection during ordinary business hours at the office of the Trustee by the holders of the Notes upon request. The foregoing obligations of this ‎Section 4.11 will survive any termination or discharge of this Indenture and will apply with appropriate changes to any jurisdiction in which any successor Person to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of principal or interest, if any, the repurchase price in connection with a Fundamental Change, any cash Conversion Settlement Consideration or any other amount payable under or with respect to any Note and the Subsidiary Guarantees, such mention shall be deemed to include mention of the payment of Additional Amounts had that beneficiaryto the extent that, settlorin such context, member Additional Amounts are, were or beneficial owner received directly its beneficial or distributive share of the paymentwould be payable in respect thereof pursuant hereto.

Additional Amounts. (a) All payments Amounts to be paid on any series of principal and interest in respect of the Notes shall Senior Debt Securities will be made free and clear of, and without deduction or withholding for for, or on account of of, any and all present or and future income, stamp and other taxes, levies, imposts, duties, assessments charges or other governmental charges of whatsoever nature fees imposed, levied, collected, withheld or assessed by or on behalf of the United States Kingdom or any political subdivision or taxing authority of thereof or in therein having the United Statespower to tax (the “Taxing Jurisdiction”), unless such deduction or withholding or deduction is required by law. (b) The . If at any time a Taxing Jurisdiction requires the Company shall to make such deduction or withholding, the Company will pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and with respect to interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amountsonly on, the Senior Debt Securities (“Additional Amounts”); provided, however, ) that are necessary in order that the Company net amounts of interest paid to the Holders of Senior Debt Securities of the particular series, after the deduction or withholding, shall equal the amounts of interest only which would have been payable on the Senior Debt Securities if the deduction or withholding had not be required been required. However, this will not apply to make any payment of Additional Amounts such tax, levy, impost, duty, charge or fee, which would not have been deducted or withheld but for or on account ofthe fact that: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes)of the Senior Debt Security is a domiciliary, national or between a fiduciary, settlor, beneficiary of, member or shareholder resident of, or possessor engaging in business or maintaining a permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial ownerSenior Debt Security, or that fiduciarythe collection of any payment of (or in respect of) principal of, settloror any interest, beneficiaryor other payment on, member, shareholder or possessor being or having been a citizen or resident or treated as a resident any Senior Debt Security of the United States or being or having been engaged relevant series, (ii) except in trade or business or present the case of winding-up in the United States or having had a permanent establishment Kingdom, the relevant Senior Debt Security is presented (where presentation is required) for payment in the United States or Kingdom, (Biii) the relevant Senior Debt Security is presented (where presentation of a debt security is required) for payment on a date more than 30 days after the later of the date on which that payment becomes became due and payable and the date on which payment is duly or was provided for;, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting the same for payment at the close of that 30 day period, (iiiv) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a the Holder (or the beneficial owner for whose benefit such of the relevant Senior Debt Security or the beneficial owner of any payment of (or in respect of) principal of or any interest or other payment on, the Senior Debt Security failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder holds such Notes)(x) to provide information concerning the nationality, residence or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor identity of a power over, the Holder or beneficial owner, if that Holder or the beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is an estaterequired or imposed by a statute, trusttreaty, partnership regulation or corporation, being administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to part of the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment levy, impost, duty, charge or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder;fee, (v) the deduction or withholding is imposed by reason of any taxagreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), assessment any intergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other governmental charge required to be withheld by official guidance enacted in any paying agent from any payment of principal of or premium, if anyjurisdiction implementing, or interest on the Notes of that Holder if such payment can be made without withholding by relating to, FATCA or any other paying agent;intergovernmental agreement, or (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items subclauses (i), (ii), (iii), (iv), ) through (v), (vi), (vii), (viii) and (ix) above; , nor shall any Additional Amounts be paid with respect to any interest only on the Senior Debt Securities to any Holder that who is not a fiduciary or partnership or any person other than the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company such payment to the extent that a beneficial owner with respect such payment would be required by the laws of any Taxing Jurisdiction to be included in the Holder, income for tax purposes of a beneficiary or partner or settlor with respect to the such fiduciary or a member of that partnership, limited liability company such partnership or a beneficial owner thereof who would not have been entitled to such Additional Amounts, had it been the Holder. Whenever in this Senior Debt Securities Indenture there is mentioned, in any context, the payment of those interest on, in respect of, any Senior Debt Security of any series such mention shall be deemed to include mention of the payment of Additional Amounts had that beneficiaryprovided for in this Section to the extent that, settlorin such context, member Additional Amounts are, were or beneficial owner received directly its beneficial or distributive share would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the paymentpayment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made. Upon request from the Trustee or a paying agent, the Company shall provide information reasonably necessary and readily available in order to enable to the Trustee or paying agent to determine whether any withholding obligations under FATCA apply. Neither the Company, the Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s or paying agent’s compliance with any such withholding obligation under applicable law.

Additional Amounts. (a) All payments of principal and interest in deliveries made by, or on behalf of, the Company or any Successor Company under or with respect to the Notes (including payment of the Notes shall principal of, or the Fundamental Change Repurchase Price for, or any interest on, any Note) will be made free and clear ofwithout withholding or deduction for, and without deduction or withholding for or on account of of, any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United StatesTaxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. (b) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction . If any Taxes imposed or withholding for levied by or on account behalf of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Company is or deemed to be, shall not be less than for tax purposes, organized or resident or doing business or through which payment or deliveries by, or on behalf of, the amount provided in Company or any Successor Company under or with respect to the Note Notes are made or deemed to be then due and payable made (each such amountsjurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 15.02, the Company or such Successor Company, as applicable, will pay to the Holder of each Note such additional amounts (the “Additional Amounts”)) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that the Company shall not be required to make any payment of no Additional Amounts for or on account ofwill be payable: (i) for or on the account of any tax, assessment or other governmental charge Tax that would not have been imposed but for for: (A) the existence of any present or former connection (other than a connection arising solely from between the ownership of those Notes Holder or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), (or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation of a debt security for payment on a date more than 30 days after the later of the date on which that payment becomes due and payable and the date on which payment is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder relevant Holder or beneficial owner, if that the relevant Holder or beneficial owner is an estate, nominee, trust, partnership partnership, limited liability company or corporation, ) of such Note and the Relevant Taxing Jurisdiction (other than merely holding or any intermediary through which being a beneficial owner holds Notes of such Note or the receipt or enforcement of payments thereunder), including such Holder or beneficial owner being or having been a national, domiciliary or resident, or treated as a resident, of, or being or having been physically present or engaged in a trade or business, or having or having had a permanent establishment, in, such Relevant Taxing Jurisdiction; (B) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (C) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor Company, addressed to the Holder of the Note, to (x) provide certification, information, documentation or other reporting requirements evidence concerning the such Holder’s or beneficial owner’s nationality, residence, identity or connections connection with the United States such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement relating to such matters, in each case of America of the beneficial owner or any Holder clause (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, x) and including, without limitation, any documentation requirement under an applicable income tax treaty); clause (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notesy), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, if and to the Holder or beneficial owner, if extent that such Holder or beneficial owner is an legally entitled without material burden to comply with such request and due and timely compliance with such request is required by statute, regulation or administrative practice of such Relevant Taxing Jurisdiction in order to reduce or eliminate such withholding or deduction as to which Additional Amounts otherwise would have been payable to such Holder or beneficial owner; (ii) for or on the account of any estate, trustinheritance, partnership gift, sale, transfer, excise, personal property or corporation, being similar Tax; (iii) for or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) on the account of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation any tax that is related payable other than by withholding or deduction from payments or deliveries under or with respect to the Company within Notes; (iv) for or on the meaning account of Section 864(d)(4any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code or any amended or successor versions of such Sections, and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (C“FATCA”); (y) a bank receiving interest described any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law, regulation or other official guidance in such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 881(c)(3)(A1471(b)(1) of the Internal Revenue Code; (viiiv) any tax imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner of such Note who would have been able to avoid such tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulationby presenting the relevant Note to, or administrative or judicial interpretation that becomes effective more than 15 days after the otherwise accepting payment becomes due or is duly provided forfrom, whichever occurs lateranother paying agent; (ixvi) with respect to any taxes payable payment made by, or on behalf of, the Company or any Successor Company under Sections 1471 through 1474 or with respect to the Notes (including payment of the Internal Revenue Code (principal of, or any amended or successor version of such Sections), any current or future regulations or other guidance thereunderthe Fundamental Change Repurchase Price for, or any agreement (including interest on, any intergovernmental agreementNote) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above; nor shall any Additional Amounts be paid to any such Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that if such Holder is a fiduciary, partnership or limited liability company person other than the sole beneficial owner of such payment, to the extent that a beneficial owner with respect such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the Holder, income of a beneficiary or settlor with respect to the fiduciary such fiduciary, a partner or a member of that such partnership, limited liability company or a beneficial owner thereof owner, who would not have been entitled to the payment of those such Additional Amounts had that such beneficiary, settlor, partner, member or beneficial owner received directly its beneficial been the Holder thereof; or (vii) for or distributive share on the account of any combination of taxes referred to in the preceding clauses (i) through (vi), inclusive, above. The Trustee and the Paying Agent will be entitled to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the paymentInternal Revenue Code or otherwise imposed pursuant to FATCA and any regulations or agreements thereunder or official interpretation thereof or otherwise as required by applicable law. In addition to the foregoing, the Company will also pay and indemnify the Trustee, each Holder and each beneficial owner of any Note for any present or future stamp, issue, registration, value added, court or documentary taxes, or any other excise or property taxes, charges or similar levies or taxes (including penalties and interest thereto) which are levied by any Relevant Taxing Jurisdiction (and in the case of enforcement, any jurisdiction) on the execution, delivery, registration or enforcement of such Note, this Indenture, or any other document or instrument referred to therein (other than, in each case, in connection with a transfer of Notes after the initial sale by the Company of the Notes). The Company and any Successor Company will make all withholdings and deductions required by law on payments under or in respect of the Notes and will remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law. (b) For the avoidance of doubt, if any Note is called for a Tax Redemption and the Tax Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then the Company’s obligation to pay Additional Amounts will apply to the interest payment due on such Note on such Interest Payment Date unless such Note is subject to a Tax Redemption Opt-Out Election Notice. (c) If the Company or any Successor Company is required to make any deduction or withholding from any payments or deliveries with respect to the Notes, then (i) the Company or the Successor Company, as applicable, will deliver to the Trustee official tax receipts (or, if, after expending reasonable efforts, the Company or the Successor Company, as applicable, is unable to obtain such receipts, other evidence of payments) evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted, and (ii) the Company will make copies of such receipts or evidence, as applicable, available to the Holders upon request. (d) All references in this Indenture or the Notes to any payment on, or delivery with respect to, the Notes (including payment of the principal of, or the Fundamental Change Repurchase Price for, or any interest on, any Note) will, to the extent that Additional Amounts are payable in respect thereof, be deemed to include the payment of such Additional Amounts. (e) The obligations set forth in this Section 4.13 will survive any transfer of Notes by a Holder (or, in the case of a Global Note, a holder of a beneficial interest therein).

Additional Amounts. (ai) All payments of principal and interest in respect of the Notes shall due to be made free and clear of, and by the Insurance Company to the Owner under the terms of this Contract will be made without any withholding or deduction or withholding for or on account of any present Taxes unless the Insurance Company has specified in Schedule A that they have agreed to pay Additional Amounts or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. Subject to Section 4.3, if such withholding or deduction is required by law and the Insurance Company has specified in Schedule A that they have agreed to pay Additional Amounts, the Insurance Company will pay such Additional Amounts as may be required so that the amount received by the Trust or a Beneficial Note Owner under its Note(s), as applicable (net of any such withholding or deduction under this Contract or any Note(s)), will equal the amount that would have been paid under this Contract or under any such Note(s), as the case may be, had no such deduction or withholding been required. (bii) The Company shall pay Notwithstanding anything herein to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, shall not be less than the amount provided in the Note to be then due and payable (such amountscontrary, the “Additional Amounts”); provided, however, that the Insurance Company shall not be required to make any payment of any Additional Amounts in accordance with Section 3.6(i) for or on account of: (ia) any tax, assessment or other governmental charge that Taxes imposed which would not have been imposed but for (A) the existence of (1) any present or former connection (other than between the Trust or a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, Beneficial Note Owner and the United States, including that Holder or beneficial ownerincluding, or that fiduciarywithout limitation, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States thereof, or being or having been present therein or engaged in a trade or business therein, or present in (2) the United States Trust's or such Beneficial Note Owner's status as incorporated therein, or having or having had a permanent establishment in the therein, or being or having been a controlled foreign corporation, a personal holding company, a passive foreign investment company, a corporation that has accumulated earnings to avoid United States federal income tax or a private foundation or other tax-exempt organization, or being or having been an actual or constructive owner of 10% or more of the total combined voting power of all shares of the Insurance Company; (Bb) any Taxes imposed which would not have been imposed but for the presentation by the Trust of this Contract or by a debt security Beneficial Note Owner of any related Note(s) to the Trust (where presentation is required) for payment on a date more than 30 days after the later of the date on which that such payment becomes due and payable and or the date on which payment is duly provided for, whichever occurs later, except to the extent the Trust or the Beneficial Note Owner would have been entitled to Additional Amounts had this Contract or the Note(s), as the case may be, been presented on the last day of such period of [30 days]; (iic) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization Taxes which are imposed or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or withheld solely by reason reasons of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), Trust or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes Beneficial Note Owner to comply with certification, information, documentation identification or other information reporting requirements concerning the nationality, residence, identity or connections connection with the United States of America the Trust or Beneficial Note Owner, if compliance is required by statute, by regulation of the beneficial owner United States Treasury Department, by judicial or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, administrative interpretation of such statute or any subsequent versions thereof regulation or successor thereto, and including, without limitation, any documentation requirement under by an applicable income tax treaty)treaty to which the United States is a party as a precondition to exemption from such Taxes; (viid) any taxinheritance, assessment gift, estate, personal property, sales or other governmental charge imposed as a result transfer Taxes; (e) any Taxes that are payable otherwise than by withholding from payments in respect of a Holder (this Contract or the beneficial owner for whose benefit such Holder holds such related Notes), ; (f) any Taxes which are imposed by reason of the Trust or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, Beneficial Note Owner being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving for United States federal income tax purposes whose receipt of interest on the Notes is described in Section section 881(c)(3)(A) of the Internal Revenue Code; (viiig) any tax, assessment Taxes imposed by reason of payments on this Contract or other governmental charge the related Notes being treated as contingent interest described in section 871(h)(4) of the Code; (h) any Taxes that would not have been imposed but for an election by the Trust or a change Beneficial Note Owner the effect of which is to make payment in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after respect of the payment becomes due or is duly provided for, whichever occurs laterNotes subject to United States federal income tax; (ixi) any taxes payable under Sections 1471 through 1474 tax, duty, levy, assessment or governmental charge of any taxing authority other than the Internal Revenue Code (United States, any political subdivision thereof or any amended authority or successor version of such Sections), any current agency therein or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewiththereof having the power to tax; or (xj) any combination of items (ia), (iib), (iiic), (ivd), (ve), (vif), (viig), (viiih) and (ixi) above; nor shall any Additional Amounts be paid to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary or a member of that partnership, limited liability company or a beneficial owner thereof would not have been entitled to the payment of those Additional Amounts had that beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of the payment.