Common use of Additional Amounts Clause in Contracts

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes after such withholding or deduction shall equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or of principal of, premium, if any, and interest on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any and all payments under the Note Guarantee shall Guarantees will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding taxes, duties, assessments or deduction governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever (“Taxes”) nature imposed or levied by or on behalf of (1) within any jurisdiction (other than the United States) in which the Issuer Company or any applicable Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes (or any political subdivision or taxing authority thereof or therein therein) or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer Company or any Guarantor (including, without limitation, including the jurisdiction of any Paying Agent) (or any political subdivision or taxing authority thereof or therein therein) (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantoreach, as applicable, shall a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In such event, the Company or the applicable Guarantor, as the case may be, will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and will pay such additional amounts (the “Additional Amounts”) as may be necessary will result in order that receipt by the net amounts received and retained in respect Holder of such payments amounts as would have been received by each beneficial owner of Notes after such holder had no such withholding or deduction shall equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; providedrequired, however, provided that no Additional Amounts shall will be payable with respect tofor or on account of: (1) any Taxestax, to the extent such Taxes duty, assessment or other governmental charge that would not have been imposed but for for: (A) the holder existence of any present or former connection between the Holder or beneficial owner of such Note or Note Guarantee, as the Notes (case may be, and the Relevant Jurisdiction including, without limitation, such holder or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) beneficial owner being or having been a citizen or resident of such Relevant Jurisdiction or national of, treated as a resident thereof or incorporated, being or having been physically present or engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction therein or having or having had any other present or former connection with the relevant Tax Jurisdictiona permanent establishment therein, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under merely holding such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note thereunder or a under the Note Guarantee; (2B) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a such Note for payment (where presentation is required) more than 30 thirty (30) days after the relevant later of the date on which the payment is first made available for payment of the principal of, premium, if any, or interest on, such Note became due and payable pursuant to the holder (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 the presented such Note been presented for payment on the last day of any date within such 30 30-day period); (3C) 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, sale, transfer, excise or personal property or similar Taxestax, assessment or other governmental charge; (3) any tax, duty, assessment or other governmental charge which is payable other than (i) by deduction or withholding from 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 Taxes payable other than by deduction tax arising pursuant to Sections 1471 – 1474 of the U.S. Internal Revenue Code, any agreement entered pursuant thereto, any U.S. or withholding from payments undernon-U.S. law enacted in connection with an intergovernmental agreement related thereto, or with respect toany rules, regulations, or administrative guidance of any kind relating to any of the Notes or any Note Guarantee;foregoing; or (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure combination of the holder or beneficial owner of the Notestaxes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposedduties, to comply with any certification, identification, information assessments or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition governmental charges referred to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction preceding clauses (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction1), but in each case(2), only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation;(3) and (4); or (6b) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by of the Issuer principal of, or premium, if any, or interest on, such Note or any of payment under any Note Guarantee to such holder, if the Guarantors to the holder of the Notes if such holder is a fiduciary or fiduciary, partnership or any person other than the sole beneficial owner of such any payment to the extent that such Taxes payment would be required to be included in the income under the laws of a Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, or a member of that partnership or a beneficial owner who would not have been imposed on entitled to such payments Additional Amounts had such holder that beneficiary, settlor, partner, or beneficial owner been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations holder thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer Company and the Guarantors will also pay and indemnify the holder of a Note for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxestaxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax other reasonable expenses related thereto) which are levied by any jurisdiction Relevant Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the 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 (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable . The Company and the amount estimated Guarantors will use all reasonable efforts to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee obtain certified copies of tax receipts evidencing the payment of Additional Amountsany 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 Trustees 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 Trustee shall be entitled Company or the Guarantor, as applicable, will attach to rely absolutely on an Officer’s Certificate as conclusive proof 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 payments are necessarywithholding taxes paid per $1,000 principal amount of the Notes. (c) The Issuer or the relevant Guarantor, if it Whenever there is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority mentioned in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing any context the payment of principal of, and any Taxes so deducted premium or withheld. The Issuer interest, on any Note or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or under any Note Guarantee, such mention shall will be deemed to include mention of 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. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes after such withholding or deduction shall will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the this Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will shall also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the this Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will shall make all withholdings and deductions (within the time period) required by law and will shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will shall use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will shall furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the this Indenture or this Note the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (e) The preceding obligations will This Section 4.06 shall survive any termination, defeasance or discharge of the this Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (includingThe Company shall, in each case, any successor entity) under or with respect subject to the Notes or any Note Guarantee shall be made free exceptions and clear of and without withholding or deduction forlimitations set forth below, or pay as additional interest on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay Securities such additional amounts (the “Additional Amounts”) as may be are necessary in order that the net amounts received payment by the Company or the Paying Agent of the principal of and retained in respect interest on each of such payments by each beneficial owner of Notes the Securities after such withholding or deduction shall equal solely with respect to any present or future tax, assessment or other governmental charge (collectively, “Taxes”) imposed by or on behalf of any jurisdiction other than the respective amounts that would have been received and retained United States in respect which the Company or any successor in accordance with the provisions of such payments Article X hereof is incorporated, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (each, a “Relevant Taxing Jurisdiction”), will not be less than the amount provided in the absence of such withholding or deductionapplicable Securities to be then due and payable (“Additional Amounts”); provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect not apply to: (a) any Taxes which would not have been so imposed, withheld or deducted but for: (1) the existence of any Taxes, to the extent present or former connection between such Taxes would not have been imposed but for the holder Securityholder or the beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder or other equity owner of, or possessor of a person having a power over, the relevant holdersuch Securityholder or beneficial owner, if the relevant holder such Securityholder or beneficial owner is an estate, a trust, nomineea limited liability company, a partnership, limited liability company a corporation or corporationother entity) and the Relevant Taxing Jurisdiction, including, without limitation, such Securityholder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or other equity owner or person having such a power) being or having been a citizen or resident or national of, treated as a resident of the Relevant Taxing Jurisdiction or incorporated, being or having been engaged in a trade or business in, in the Relevant Taxing Jurisdiction or being or having been physically present in or having a permanent establishment in, the relevant Tax Relevant Taxing Jurisdiction or having or having had any other present or former connection with a permanent establishment in the relevant Tax Relevant Taxing Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee;; or (2) the failure of such Securityholder or beneficial owner to comply with any Taxesapplicable certification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Securityholder or beneficial owner or otherwise to the extent establish entitlement to a partial or complete exemption from such Taxes were imposed as a result of (including, without limitation, any documentation requirement under an applicable income tax treaty); (b) any Taxes which would not have been so imposed, withheld or deducted but for the presentation by the Securityholder or beneficial owner of a Note such Security for payment (where presentation is required) on a date more than 30 10 days after the relevant date on which such payment became due and payable or the date on which payment of the Security is first made available duly provided for payment and notice is given to the holder (Securityholders, whichever occurs later, except to the extent that the holder Securityholder or beneficial owner would have been entitled to such Additional Amounts had the Note been presented on the last day of presenting such 30 Security on any date during such 10-day period); (3c) any estate, inheritance, gift, salesales, transfer, personal property property, excise, wealth or similar Taxes; (4d) any Taxes which are payable other otherwise than by deduction or withholding from payments under, any payment of principal of or with respect to, the Notes or any Note Guaranteeinterest on such Security; (5e) any Taxes which are payable by a Securityholder that is not the beneficial owner of the Security, or a portion of the Security, or that is a fiduciary, partnership, limited liability company or other similar entity, but only to the extent that a beneficial owner, a beneficiary or settlor with respect to such fiduciary or member of such partnership, limited liability company or similar entity would not have been entitled to the payment of an Additional Amount had such beneficial owner, settlor, beneficiary or member received directly its beneficial or distributive share of the payment; (f) any Taxes required to be withheld by any Paying Agent from any payment of principal or interest on any Security, if such payment can be made without such withholding by any other Paying Agent; (g) any Taxes that would not have been imposed, withheld or deducted but for a change in any law, treaty, regulation, or administrative or judicial interpretation that becomes effective after the applicable payment becomes due or is duly provided for, whichever occurs later, to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statutechange in law, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition interpretation would apply retroactively to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentationpayment; (6h) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted imposed, withheld or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section deducted under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply withamended, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described aboveprovisions that are substantively comparable) and any current or future regulations or official interpretations thereof (“FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or (9i) any combination of clauses items (1a), (b), (c), (d), (e), (f), (g) through and (8) aboveh). In addition to the foregoingFor purposes of this Section, the Issuer and the Guarantors will also pay and indemnify the holder for any present acquisition, ownership, enforcement or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration holding of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments payment with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are Security will not excluded under clauses constitute a connection (1) through (3) between the Securityholder or beneficial owner and the Relevant Taxing Jurisdiction or (52) through (9) above between a fiduciary, settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such holder or beneficial owner if such holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the Relevant Taxing Jurisdiction. Any reference in this Indenture or in the Securities to principal or interest shall be deemed to refer also to Additional Amounts which may be payable under the provisions of this Section 4.02. Except as specifically provided in the Securities, the Company shall not be required to make any payment with respect to any tax, duty, assessment or other governmental charge imposed by any government or any combination thereof). (b) political subdivision or taxing authority of or in any government or political subdivision. If the Issuer or any Guarantor, as the case may be, Company becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note GuaranteeSecurities, the Issuer or the relevant Guarantor, as the case may be, will Company shall deliver to the Trustee on a date that is at least 30 days prior to the date of that such payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that such payment date, in which case the Issuer or the relevant Guarantor Company shall notify the Trustee promptly thereafter) an Officer’s Officers’ Certificate stating to the fact effect that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes after such withholding or deduction shall will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the this Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will shall also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the this Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will shall make all withholdings and deductions (within the time period) required by law and will shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will shall use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will shall furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the this Indenture or this Note the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (e) The preceding obligations will This Section 4.12 shall survive any termination, defeasance or discharge of the this Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) This Section 3 shall apply only in the event that the Company becomes, or a successor to the Company is, a corporation organized or existing under the laws of the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands. All payments made by or the Company on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any this Note Guarantee shall be made free and clear of and without withholding or deduction for, for or on account of, any and all present or future Taxes taxes, duties, assessments, or governmental charges of whatever nature unless the deduction or withholding or deduction of such Taxes taxes, duties, assessments or governmental charges is then required by law. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account ofof any present or future taxes, any Taxes imposed assessments or levied by or on behalf other governmental charges of (1) any jurisdiction (other than the United States) in which Kingdom, the Issuer Netherlands, the Netherlands Antilles, Bermuda or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes the Cayman Islands (or any political subdivision or taxing authority thereof or therein or (2therein) shall at any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) time be required in respect of any payments amounts to be paid by the Company under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premiumthis Note, the Issuer or the relevant Guarantor, as applicable, Company shall pay or cause to be paid such additional amounts (the “Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary in order that the net amounts received and retained in respect by a Holder of such payments by each beneficial owner of Notes this Note after such deduction or withholding or deduction shall equal be not less than the respective amounts that would have been received and retained specified in respect this Note to which the Holder of such payments in the absence of such withholding or deductionthis Note is entitled; provided, however, that no the Company shall not be required to make any payment of Additional Amounts shall be payable with respect tofor or on account of: (1a) any Taxestax, assessment or other governmental charge to the extent such Taxes tax, assessment or other governmental charge would not have been imposed but for (i) the holder existence of any present or the beneficial owner of the Notes former connection between such Holder (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holdersuch Holder, if the relevant holder such Holder is an estate, nominee, trust, nominee, partnership, limited liability company partnership or corporation), other than the holding of this Note or the receipt of amounts payable in respect of this Note, and the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or national of, or incorporated, engaged in a trade or business in, being or having been physically present or engaged in trade or having a permanent establishment in, the relevant Tax Jurisdiction business therein or having or having had any other present a permanent establishment therein or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a this Note for payment (where presentation is required) for payment on a date more than 30 days after the relevant date on which such payment became due and payable or the date on which payment thereof is first made available for payment to the holder (duly provided for, whichever occurs later, except to the extent that the holder Holder would have been entitled to Additional Amounts had the this Note been presented on the last day of such period of 30 day period)days; (3b) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder of this Note or, if different, the beneficial owner of the interest payable on this Note, with a timely request of the Company addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the taxing jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) any estate, inheritance, gift, salesales, transfer, personal property or similar Taxestax, assessment or other governmental charge; (4d) any Taxes payable tax, assessment or other governmental charge which is collectible otherwise than by deduction withholding from payments of principal amount, redemption amount, Change of Control Payment or interest with respect to a Note or withholding from payments under, the proceeds of a sale or with respect to, the Notes or any Note Guaranteeexchange of a Note; (5e) any Taxes tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal amount, redemption amount, Change of Control Payment or interest with respect to a Note, if such payment can be made, and is in fact made, without such withholding by any other Paying Agent located inside the United States; (f) any tax, assessment or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent such Taxes that the beneficial owner would not have been imposed or withheld but for entitled to the failure payment of any such Additional Amounts had the holder or beneficial owner of directly held the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentationNote; (6g) any Taxes imposed in connection with a Note presented for payment combination of items (where presentation is permitted or required for paymenta), (b), (c), (d), (e) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; and (7f) any Taxes imposed on or above; nor shall Additional Amounts be paid with respect to any payment by of the Issuer principal of, or any of the Guarantors interest on, this Note to the holder of the Notes if such holder any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes a beneficiary or settlor would not have been imposed on such payments entitled to any Additional Amounts had such holder beneficiary or settlor been the sole beneficial owner Holder of such this Note; (8) any Taxes that are imposed pursuant . All references to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) principal amount or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of shall include any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts payable to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofCompany pursuant to this Section 3. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers under or with respect to the Notes or any Note Guarantor with respect to any Guarantee shall of the Notes will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of for, or on account of, such Taxes is then required by lawlaw or by the interpretation or administration thereof. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the any Issuer or any Guarantor is then incorporated or was incorporatedorganized, engaged in business, organized business for tax purposes or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the any Issuer or any Guarantor (including, without limitation, including the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Jurisdiction”) in respect of will at any time be required to be made from any payments made by or on behalf of the Issuers under or with respect to the Notes or any Note GuaranteeGuarantor under or with respect to any Guarantee of the Notes, including, without limitation, including payments of principal, redemption price, purchase price, interest or premium, the Issuer Issuers or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes Holder after such deduction or withholding (including any such withholding or deduction shall from such Additional Amounts) will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of principal and interest in respect of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of of, and without deduction or withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding taxes, duties, assessments or deduction other governmental charges of such Taxes is then required whatsoever nature imposed, levied, collected, withheld or assessed by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes 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 or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicabletherein, shall pay not be less than the amount provided in the Note to be then due and payable (such additional amounts (amounts, the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes after such withholding or deduction shall equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction); provided, however, that no the Company shall not be required to make any payment of Additional Amounts shall be payable with respect tofor or on account of: (1i) any Taxestax, to the extent such Taxes assessment or other governmental charge that would not have been imposed but for (A) the holder 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 Notes 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, partner beneficiary of, member or shareholder of, or possessor of a power over, the relevant holderHolder or beneficial owner, if the relevant holder that Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company partnership or corporation) , being or having been a citizen passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or resident a personal holding company with respect to the United States or national 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 incorporatedpossessor of power over, engaged in the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a trade beneficial owner holds Notes to comply with certification, information, documentation or business inother 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 physically present (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 having (B) a permanent establishment in, controlled foreign corporation that is related to the relevant Tax Jurisdiction Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or having or having had any other present or former connection with (C) a bank receiving interest described in Section 881(c)(3)(A) of the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note GuaranteeInternal Revenue Code; (2viii) any Taxestax, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent assessment or other governmental charge that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notesa change in law, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposedregulation, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdictionor judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentationwhichever occurs later; (6ix) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section taxes payable under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described aboveof such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (9x) any combination of clauses items (1i), (ii), (iii), (iv), (v), (vi), (vii), (viii) through and (8) ix) above. In addition ; nor shall any Additional Amounts be paid to any Holder that is not the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any sole beneficial owner of the Notes, or a portion of the Indenture, any Note Guarantee or any other document referred to thereinNotes, or the receipt of any payments with respect theretothat is a fiduciary, partnership or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable limited liability company to the receipt of any payments, to any such Taxes imposed in extent that a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or beneficial owner with respect to the Notes Holder, a beneficiary or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or settlor with respect to the Notes (fiduciary or any Note Guarantee) by a member of that partnership, limited liability company or on behalf a beneficial owner thereof would not have been entitled to the payment of such Person andthose Additional Amounts had that beneficiary, in each casesettlor, any political subdivision thereof member or thereinbeneficial owner received directly its beneficial or distributive share of the payment.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) Guarantor under or with respect to the Notes or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, for or on account of, any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes governmental charge imposed or levied by or on behalf of any United States taxing authority (1) any jurisdiction (other than the hereinafter “United States) in which the Issuer or States Taxes”), unless any Guarantor is required to withhold or was incorporated, engaged in business, organized deduct United States Taxes by law or resident by the interpretation or administration thereof. If any Guarantor is so required to withhold or deduct any amount of interest for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction on account of United States Taxes from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall such Guarantor will pay such additional amounts of interest (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received and retained in respect of such payments by each beneficial owner of Notes holder (including Additional Amounts) after such withholding or deduction shall equal will not be less than the respective amounts that amount the holder would have received if such United States Taxes had not been received and retained in respect of such payments in the absence of such withholding withheld or deductiondeducted; provided, however, provided that no Additional Amounts shall will be payable with respect to:to a payment made to a holder (an “Excluded Holder”): (1i) which is subject to such United States Taxes by reason of any Taxes, to connection between such holder and the extent such Taxes would not have been imposed but for the holder United States or the beneficial owner of the Notes (any states political subdivision thereof or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, authority thereof other than any connection arising solely from the acquisition, ownership or disposition mere holding of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, Notes or the receipt of payments in respect of such Note or a Note Guaranteethereunder; (2ii) which failed to duly and timely comply with a timely request of the Issuer to provide information, documents, certification or other evidence concerning such holder’s nationality, residence, entitlement to treaty benefits, identity or connection with the United States or any Taxespolitical subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have resulted in the reduction or elimination of any United States Taxes were imposed as to which Additional Amounts would have otherwise been payable to such holder of Notes but for this clause (ii); (iii) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the presentation beneficiary, partner or beneficial owner owned the Note directly (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of a Note for payment such beneficiary, partner or beneficial owner); (where presentation is requirediv) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled United States Taxes required to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property be withheld or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that deducted are imposed pursuant to current Section sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (the “Code”) or and any amended or successor version that is substantively comparable substantially comparable), and not materially more onerous to comply with, any regulations promulgated thereunder, any or other official interpretations thereof, guidance thereunder or agreements (including any intergovernmental agreement between a non-U.S. jurisdiction and the United States (agreements or any related law laws, rules or administrative practices or proceduresimplementing such intergovernmental agreements) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above)in connection therewith; or (9v) any combination of the foregoing clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof)this proviso. (b) If the The Issuer or any such Guarantor, as the case may be, becomes 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 Issuer or such Guarantor, as the case may be, will furnish to the holders of the Notes, within 30 days after the date the payment of any United States Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by such Guarantor, as the case may be. Such Guarantor will indemnify and hold harmless each holder (other than all Excluded Holders) for the amount of (A) any United States Taxes not withheld or deducted by such Guarantor and levied or imposed and paid by such holder as a result of payments made under or with respect to the Guarantees, (B) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (C) any United States Taxes imposed with respect to any reimbursement under clauses (i) or (ii) of this Section 3.12(b). (c) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if any Guarantor is aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guaranteesuch payment, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Officers’ Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and the amount estimated to be so payable. The Officer’s Certificate must also will set forth any such other information reasonably necessary to enable the Paying Agents Trustee to pay such Additional Amounts to Holders holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the this Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal(and premium, if any), interest or of any other amount payable under, under or with respect to, to any of the Notes or any Note Guaranteenote, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (ed) The preceding obligations described under this Section 3.12 will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, this Indenture and will apply, apply mutatis mutandis, mutandis to any successor Person and to any jurisdiction in which any such successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or is otherwise resident or doing business for tax purposes, purposes or any jurisdiction from or through which payment is made under by such successor or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or thereinits respective agents.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, including any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor Issuer or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note GuaranteeNotes, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of the Notes after such withholding or deduction shall will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1i) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of the Notes, the exercise or enforcement of rights under such Note, the Indenture Note or a Note Guaranteethis Indenture, or the receipt of payments in respect of such Note or a Note GuaranteeNote; (2ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3iii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4iv) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note GuaranteeNotes; (5v) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6vi) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7vii) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) viii) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9ix) any combination of clauses (1i) through (8) viii) above. In addition to the foregoing, the Issuer and the Guarantors will shall also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee this Indenture or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1i) through (3iii) or (5v) through (9ix) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note GuaranteeNotes, the Issuer or the relevant Guarantor, as the case may be, will shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of such Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant GuarantorIssuer, if it is the applicable withholding agent, will shall make all withholdings and deductions (within the time period) required by law and will shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will shall use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will shall furnish to the Trustee (or to a Holder of the Notes upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may beIssuer, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the this Indenture or this Note the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note GuaranteeNotes, 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. (e) The preceding obligations will This Section 4.09 shall survive any termination, defeasance or discharge of the this Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Notes and that any Guarantor makes under or with respect to any Note Guarantee shall will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Canada, the United 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 therein (each, a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law. If the Issuer, either Issuer or any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account of, any of Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction a Relevant Taxing Jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the such Issuer or the relevant such Guarantor, as applicablethe case may be, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received and retained in respect of such payments by each Holder or beneficial owner of the Notes after such withholding or deduction shall equal (including any withholding or deduction attributable to the respective amounts that Additional Amounts) will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not been received and retained in respect of such payments in required to be withheld or deducted. (b) Neither the absence of such withholding or deduction; providedIssuers nor any Guarantor will, however, that no pay Additional Amounts shall be payable with in respect toor on account of: (1) any Taxes, to Taxes imposed by reason of the extent such Taxes would not have been imposed but for the holder Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holdersuch Holder or beneficial owner, if the relevant holder such Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or considered as having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with (including, but not limited to, citizenship, nationality, residence, domicile, incorporation, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within such Relevant Taxing Jurisdiction)to the relevant Tax Jurisdiction, 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 such Noteor with respect to the Notes, the this Indenture or a Note any Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee); (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been are imposed or withheld but for by reason of the failure of the holder Holder or beneficial owner of the Notes, following the Issuer’s reasonable Issuers’ written request addressed to the holder 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 60 30 calendar days before the relevant date on which payment under or with respect to the Notes or any such withholding or deduction would be imposed, Guarantee is due and payable) to comply with any certification, identification, information certification or other reporting identification requirements, whether required or imposed by statute, treaty, regulation or administrative practice of a Tax Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Relevant Taxing Jurisdiction (including, without limitation, a certification that the holder Holder or beneficial owner is not resident in the Tax Relevant Taxing Jurisdiction), but in each case, case only to the extent that the holder Holder or beneficial owner owner, as the case may be, is legally eligible to provide such certification certification; (3) any estate, inheritance, gift, sales, transfer, personal property or documentationsimilar Taxes; (4) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes; (5) any Canadian Taxes paid or payable by reason of (i) the Holder, beneficial owner or other 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 Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes Tax imposed on or with respect to any payment by the Issuer Issuers or any of the Guarantors a Guarantor to the holder of the Notes Holder if such holder Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments payment had such holder been the sole beneficiary, partner or other beneficial owner directly held the Note; (7) any Tax that is imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of the Notes for payment on a date more than 30 days after the date on which such Notepayment became due and payable or the date on which payment thereof is duly provided for, whichever 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; (8) 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 Tax that are 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 current Section Sections 1471 through 1474 of the Internal Revenue Code as of 1986, as amended the Issue Date (the “Code”) or and any amended or successor version that is substantively comparable and not materially more onerous to comply with, substantially comparable) any regulations promulgated thereunder, any or other official interpretations thereof, guidance thereunder or agreements (including any intergovernmental agreement between a non-U.S. jurisdiction and the United States (agreements or any related law laws, rules or administrative practices or proceduresimplementing such intergovernmental agreements) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above)in connection therewith; or (911) 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 clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof)items. (bc) If the Issuer or any The Issuers and each Guarantor, as 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 case may befull 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, becomes aware that it if the Issuers and any Guarantor will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that such payment (unless the such obligation to pay Additional Amounts arises after the 30th day prior to that the date on which payment dateunder or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or the relevant Guarantor shall notify Issuers will deliver to the Trustee promptly thereafter) an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amount estimated to be amounts so payable. The Officer’s Certificate must also payable and will set forth any such other information reasonably (other than the identities of Holders and beneficial owners) necessary to enable the Trustee or Paying Agents Agent, as the case may be, to pay such Additional Amounts to Holders and beneficial owners on the relevant payment date. The Issuer or Trustee will make such payments in the relevant Guarantor same manner as any other payments on the Notes. The Issuers will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of such Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (ce) The Issuer or Upon request, the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer Issuers or the relevant Guarantor will use its take reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, a reasonable time certified copies of Tax tax receipts evidencing or other evidence of the payment by the Issuer Issuers or a such Guarantor, as the case may be, of any Taxes imposed or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) levied by such entitya Relevant Taxing Jurisdiction. (df) Whenever 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 the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount respect of the Notes or of principal, interest or receipt of any other amount payable under, payment under or with respect to, any of to the Notes or any Note Guarantee, such mention shall be deemed to include mention the execution, issue, delivery or registration of the payment 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 result of, or in connection with, the enforcement of Additional Amounts the Notes, such Guarantee or this Indenture or any such other document or instrument following the occurrence of any Event of Default with respect to the extent thatNotes. Neither the Issuers nor any Guarantor will, in however, pay such context, Additional Amounts are, were amounts that are imposed on or would be payable in respect thereofresult from a sale or other transfer or disposition by a Holder or beneficial owner of a Note. (eg) The preceding obligations provisions will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, this Indenture and will apply, shall apply mutatis mutandis, mutandis to any jurisdiction in which any successor Person person to the Issuer (Issuers or any Guarantor) Guarantor is incorporatedorganized, incorporated or otherwise resident or engaged in business, organized or resident carrying on business for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, purposes and any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) This Section 2 shall apply only in the event that the Company becomes, or a successor to the Company is, a corporation organized or existing under the laws of the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands. All payments made by or the Company on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any this Note Guarantee shall be made free and clear of and without withholding or deduction for, for or on account of, any and all present or future Taxes taxes, duties, assessments, or governmental charges of whatever nature unless the withholding or deduction of such Taxes taxes, duties, assessments or governmental charges is then required by law. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, for or on account ofof any present or future taxes, any Taxes imposed assessments or levied by or on behalf other governmental charges of (1) any jurisdiction (other than the United States) in which Kingdom, the Issuer Netherlands, the Netherlands Antilles, Bermuda or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes the Cayman Islands (or any political subdivision or taxing authority thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision taxing authority thereof or therein (each of (1therein) and (2), a “Tax Jurisdiction”) shall at any time be required in respect of any payments amounts to be paid by the Company under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premiumthis Note, the Issuer or the relevant Guarantor, as applicable, Company shall pay or cause to be paid such additional amounts (the “Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary in order that the net amounts received and retained in respect by a Holder of such payments by each beneficial owner of Notes this Note after such deduction or withholding or deduction shall equal be not less than the respective amounts that would have been received and retained specified in respect this Note to which the Holder of such payments in the absence of such withholding or deductionthis Note is entitled; provided, however, that no the Company shall not be required to make any payment of Additional Amounts shall be payable with respect tofor or on account of: (1a) any Taxestax, assessment or other governmental charge to the extent such Taxes tax, assessment or other governmental charge would not have been imposed but for (i) the holder existence of any present or the beneficial owner of the Notes former connection between such Holder (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holdersuch Holder, if the relevant holder such Holder is an estate, nominee, trust, nominee, partnership, limited liability company partnership or corporation), other than the holding of this Note or the receipt of amounts payable in respect of this Note, the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands or any political subdivision or taxing authority thereof or therein, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or national of, or incorporated, engaged in a trade or business in, being or having been physically present or engaged in trade or having a permanent establishment in, the relevant Tax Jurisdiction business therein or having or having had any other present a permanent establishment therein or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a this Note for payment (where presentation is required) for payment on a date more than 30 days after the relevant date on which such payment became due and payable or the date on which payment thereof is first made available for payment to the holder (duly provided for, whichever occurs later, except to the extent that the holder Holder would have been entitled to Additional Amounts had the this Note been presented on the last day of such period of 30 day period)days; (3b) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder of this Note or, if different, the beneficial owner of the interest payable on this Note, with a timely request of the Company addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the taxing jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) any estate, inheritance, gift, salesales, transfer, personal property or similar Taxestax, assessment or other governmental charge; (4d) any Taxes payable tax, assessment or other governmental charge which is collectible otherwise than by deduction withholding from payments of principal amount, redemption amount, Change of Control Payment or interest with respect to a Note or withholding from payments under, the proceeds of a sale or with respect to, the Notes or any Note Guaranteeexchange of a Note; (5e) any Taxes tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal amount, redemption amount, Change of Control Payment or interest with respect to a Note, if such payment can be made, and is in fact made, without such withholding by any other Paying Agent located inside the United States; (f) any tax, assessment or other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent such Taxes that the beneficial owner would not have been imposed or withheld but for entitled to the failure payment of any such Additional Amounts had the holder or beneficial owner of directly held the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentationNote; (6g) any Taxes imposed in connection with a Note presented for payment combination of items (where presentation is permitted or required for paymenta), (b), (c), (d), (e) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; and (7f) any Taxes imposed on or above; nor shall Additional Amounts be paid with respect to any payment by of the Issuer principal of, or any of the Guarantors interest on, this Note to the holder of the Notes if such holder any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes a beneficiary or settlor would not have been imposed on such payments entitled to any Additional Amounts had such holder beneficiary or settlor been the sole beneficial owner Holder of such this Note; (8) any Taxes that are imposed pursuant . All references to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) principal amount or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of shall include any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts payable to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofCompany pursuant to this Section 2. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf the Republic in respect of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee Debt Securities shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding taxes, duties, assessments or deduction other governmental charges of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes whatever nature imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporatedRepublic, engaged in business, organized or resident for tax purposes or any political subdivision thereof or taxing authority therein or thereof having the power to tax (2) any jurisdiction from collectively, “Relevant Tax”), unless the withholding or through which any payment deduction of such Relevant Tax is made required by or on behalf of the Issuer or any Guarantor (including, without limitationlaw. In that event, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, Republic shall pay such additional amounts (the “Additional Amounts”) ), as may be necessary in order to ensure that the net amounts received and retained in respect of such payments by each beneficial owner of Notes the Holders after such withholding or deduction shall equal the respective amounts of principal and interest that would have been received and retained receivable in respect of such payments the Debt Securities in the absence of such withholding or deduction; provided, however, that no such Additional Amounts shall be payable with in respect toof any Relevant Tax: (1i) any Taxes, to the extent such Taxes would not have been imposed but for the holder by reason of a Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or Debt Security having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other some present or former connection with the relevant Tax Jurisdiction, Republic other than merely being a Holder or beneficial owner of the Debt Security or receiving payments of any connection arising solely from nature on the acquisition, ownership Debt Security or disposition of Notes, the exercise or enforcement of enforcing its rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guaranteethe Debt Security; (2ii) imposed by reason of the failure of a Holder or beneficial owner of a Debt Security, or any Taxesother person through which the Holder or beneficial owner holds a Debt Security, to comply with any certification, identification or other reporting requirement concerning the extent nationality, residence, identity or connection with the Republic of such Taxes were Holder or beneficial owner or other person, if compliance with the requirement is a precondition to exemption from all or any portion of such withholding or deduction; provided that (x) the Republic or the Republic’s agent has provided the Holders with at least 60 days’ prior written notice of an opportunity to satisfy such a requirement, and (y) in no event shall such Holder’s or beneficial owner’s or other person’s obligation to satisfy such a requirement require such Holder or beneficial owner or other person to provide any materially more onerous information, documents or other evidence than would be required to be provided had such Holder or beneficial owner or other person been required to file Internal Revenue Service Forms W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY; or (iii) imposed as a result of the presentation by reason of a Note Holder or beneficial owner of a Debt Security, or any other person through which the Holder or beneficial owner holds a Debt Security, having presented the Debt Security for payment (where such presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (Relevant Date, except to the extent that the holder Holder or beneficial owner or such other person would have been entitled to Additional Amounts had on presenting the Note been presented Debt Security for payment on the last day of any date during such 30 30-day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes (whether or not in the form of Definitive Registered Notes) or any of the Guarantors with respect to its Note Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor (including any successor entity) is or was then incorporated, engaged in business, organized business or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Jurisdiction”) in respect of will at any time be required to be made from any payments made by the Issuer under or with respect to the Notes or any of the Guarantors with respect to any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes holder (including Additional Amounts) after such withholding withholding, deduction or deduction shall imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to: (1i) any Taxes, to the extent such Taxes that would not have been imposed but for the holder or the beneficial owner Beneficial Owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present incorporated in or having carrying on a permanent establishment inbusiness, in the relevant Tax Jurisdiction in which such Taxes are imposed or having or having had any other present or former connection with the relevant Tax Jurisdiction, Jurisdiction other than any connection arising solely from the mere acquisition, ownership or disposition of Notesholding, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments payment in respect of such Note the Notes or a with respect to any Note Guarantee; (2ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3iii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4iv) any Taxes withheld, deducted or imposed on a payment to an individual and that are 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 26 and 27 November 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive; (v) any Note presented for payment by or on behalf of a holder of Notes who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent; (vi) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee; (5vii) any Taxes to the extent such Taxes would not have been are imposed or withheld but for by reason of the failure of the holder or beneficial owner Beneficial Owner of the Notes, following the Issuer’s reasonable written request addressed with reasonable prior written notice to the holder at least 60 days before any such withholding or deduction would be imposedBeneficial Owner, to comply with any certification, identification, information or other reporting requirementsrequirements (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 Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner Beneficial Owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation;; or (6viii) any combination of items (i) through (vii) above; nor will any Additional Amounts be paid with respect to any Taxes imposed on any payment of principal or interest on the Note or payments under the Note Guarantees in connection with respect thereof to any holder who is either a Note presented for payment (where presentation is permitted or required for payment) by or on behalf fiduciary of a holder Beneficial Owner or beneficial owner of the Notes a partnership to the extent such Taxes could have been avoided by presenting principal or interest payment would be required (under the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by tax laws of the jurisdiction of the Issuer or any or, if applicable, the tax laws of the Guarantors jurisdiction of a Guarantor) to be included in the holder taxable income of either the Notes Beneficial Owner (in the case of a fiduciary) or a partner (in the case of a partnership) if such holder is a fiduciary Beneficial Owner or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes partner would not have been imposed on entitled to such payments Additional Amounts had such holder Beneficial Owner or partner been the sole beneficial owner holder of such Note;. (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”b) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxestaxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) or Taxes which are levied by any jurisdiction Tax Jurisdiction on the execution, delivery, issuance, registration or registration enforcement of any of the Notes, the this Indenture, any Note Guarantee Guarantee, or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof)Collateral Documents. (bc) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, each of the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day less than 45 days prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely solely on such an Officer’s Certificate as conclusive proof that such payments are necessary. (cd) The Issuer or Upon written request the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts provide to obtain Tax the Trustee copies of receipts from each Tax authority or, if such receipts are not obtainable, other documentation reasonably satisfactory to the Trustee evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon Upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax those receipts evidencing payment by the Issuer or a Guarantorother documentation, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory will be made available by the Trustee to the Trustee) by such entityholders of the Notes. (de) Whenever in the this Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note GuaranteeNotes, 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. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer Issuers or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer Issuers or any Guarantor (including any successor entity), is or was then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer Issuers or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of ), will at any time be required to be made from any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest interest, premium or premiumAdditional Interest, if any, the Issuer Issuers or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each holder or beneficial owner of Notes after such withholding withholding, deduction or deduction shall imposition will equal the respective amounts of cash that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to: (1a) any Taxes, to the extent such Taxes would not have been imposed but for the holder Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged incorporated in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction in which such Taxes are imposed or having or having had any other present or former connection with the relevant Tax Jurisdiction, Jurisdiction other than any connection arising solely from the acquisition, ownership acquisition or disposition holding of such Notes, the exercise or enforcement of rights under such Note, Note or the Indenture or under a Note Guarantee, Guarantee of a Guarantor or the receipt of payments in respect of such Note or a Note GuaranteeGuarantee of a Guarantor; (2b) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3c) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4d) any Taxes withheld, deducted or imposed on a payment to an individual and that are 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 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive; (e) any Note presented for payment (where presentation is required) by or on behalf of a Holder of Notes 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; (f) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note GuaranteeGuarantee of a Guarantor; (5g) any Taxes to the extent such Taxes would not have been are imposed or withheld but for by reason of the failure of the holder Holder or beneficial owner of the Notes, following the Issuer’s Issuers’ reasonable written request addressed to the holder Holder or beneficial owner at least 60 days before any such withholding or deduction would be imposedpayable to the holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder Holder or beneficial owner is legally eligible entitled to provide such certification or documentation; (6h) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) withheld by or on behalf reason of a the failure of the holder or beneficial owner of the Notes to comply with the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any requirements of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) ), as of December 19, 2013 (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any regulations promulgated thereunder, the U.S. Treasury Regulations issued thereunder or any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (interpretation thereof or any related law or administrative practices or procedures) implementing the foregoing or any agreements agreement entered into pursuant to current Section 1471(b)(11471(b) of the Code Code; (i) any withholding Tax imposed by the United States or any amended or successor version described above)a political subdivision thereof; or (9j) any combination of clauses (1a) through (8) i) above. In addition to the foregoing, the Issuer Issuers and the any Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax any other liabilities related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indentureindenture, any Note Guarantee of a Guarantor or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) Guarantor. If the Issuer Issuers or any Guarantor, as the case may be, becomes aware that it or they will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note GuaranteeGuarantee of a Guarantor, the Issuer Issuers or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer Issuers or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate Officers’ Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders holders on the relevant payment date. The Issuer Issuers or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Officers’ Certificate as conclusive proof that such payments are necessary. (c) , and may conclusively presume that no payments are necessary unless and until it receives any such Officers’ Certificate. The Issuer Issuers or the relevant Guarantor, if it is the applicable withholding agent, Guarantor will make all withholdings and deductions (within the time periodperiod and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer Issuers or the relevant Guarantor will use its their reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer Issuers or the relevant Guarantor will furnish to the Trustee (or to a Holder holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer Issuers or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) . Whenever in the Indenture or this Note the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or Additional Interest, if any, or of any other amount payable under, or with respect to, any of the Notes or any Note GuaranteeGuarantee of a Guarantor, 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. (e) . The preceding above obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (Issuers or any Guarantor) Guarantor is incorporated, engaged in business, organized business for tax purposes or resident for tax purposes, purposes or any jurisdiction from or through which such Person makes any payment is made under or with respect to on the Notes (or any Note GuaranteeGuarantee of a Guarantor) by and any department or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by the Company, the Guarantor or on the Company’s or the Guarantor’s behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes Bonds or the Guarantee (including deliveries of Guarantor Shares, Reference Property and payment of cash for any Note Guarantee fractional share upon exchange) shall be made free without deduction or withholding for any and clear all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of and without withholding or deduction forthe Cayman Islands, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor Switzerland or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which either the Issuer Company or any the Guarantor is or was incorporated, engaged in business, organized or a resident for tax purposes or any political subdivision thereof or therein taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or (2) deduction is required by law. If such deduction or withholding is at any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitationtime required, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer Company or the relevant Guarantor, as applicable, shall will, to the fullest extent allowed by law (subject to compliance by the holder of a Bond with any relevant administrative requirements), pay such additional amounts (the “Additional Amounts”) under the Bonds, including deliveries of Guarantor Shares, Reference Property and payment of cash for any fractional share upon exchange, in accordance with the terms of the Bonds and this Indenture, as may be necessary in order so that the net amounts received and retained in respect of such payments by each beneficial owner of Notes paid to the holder or the Trustee after such deduction or withholding or deduction shall will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided. However, however, that no neither the Company nor the Guarantor will pay Additional Amounts shall be payable with respect toin the following instances: (i) if any withholding tax would not be payable or due but for the fact that (1) the Holder (or a fiduciary, settlor, beneficiary of, member or shareholder of, the Holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Bond or the collection of principal amount, Tax Event Repurchase Price, Change of Control Event Repurchase Price, Listing Failure Event Repurchase Price or of any Taxesother amount payable under the Bonds, to in accordance with the extent terms of the Bonds and this Indenture, or the enforcement of the Bonds or (2) where presentation is required, the Bond was presented more than 30 days after the date such Taxes payment became due or was provided for, whichever is later; (ii) if any withholding tax would not have been imposed but for the holder failure to comply with certification, information, documentation or other reporting requirements concerning the beneficial owner of the Notes (nationality, residence, identity or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection connections with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result tax authority of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder Holder or beneficial owner of the NotesBond, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether if this compliance is required by statute, treaty, statute or by regulation or administrative practice of a Tax Jurisdiction, as a precondition to relief or exemption from, or reduction in the rate of deduction or from such withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentationtax; (6iii) if any Taxes imposed withholding tax would not be payable but for a Tax Event and the Company has made a Tax Event Offer to Repurchase as contemplated by Article 15 of this Indenture; (iv) if any withholding tax is required to be made in connection with a Note presented respect of payments made to Holders resident in Switzerland (including any Holders who fail to provide required certification, documentation or other information establishing residence outside of Switzerland) pursuant to laws enacted by Switzerland providing for payment (where presentation is permitted or required for payment) by or on behalf the taxation of a holder or beneficial owner payments according to principles similar to those laid down in the draft legislation of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note toSwiss Federal Council of December 17, 2014, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect changing the Swiss federal withholding tax system from an issuer-based system to any payment by the Issuer or any of the Guarantors a paying agent-based system to the holder of the Notes if such holder is which a fiduciary or partnership or any person other than the sole beneficial owner of such payment issuer is required to the extent that such Taxes would not have been imposed withhold tax on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above)interest payment; or (9v) any combination of clauses (1) through (8) abovethe above items. In addition to the foregoing, the Issuer and the Guarantors will Company shall also pay and indemnify the holder Holder for any present or future stamp, stamp duty, stamp duty reserve tax, issue, registration, value added, transfer, court or documentary Taxestaxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and interest, additions to tax Tax and other liabilities related thereto) which that are levied by any jurisdiction Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the NotesBonds, the IndentureGuarantee, any Note Guarantee this Indenture or any other document or instrument referred to therein, or the receipt of any payments with respect theretoto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof)Bonds. (b) If the Issuer Company or any Guarantor, as the case may be, Guarantor becomes aware that it the Company or the Guarantor will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes Bonds or any Note the Guarantee, the Issuer or the relevant Guarantor, as the case may be, will Company shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor Company shall notify the Trustee promptly thereafter) an Officer’s Certificate notice stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate notice must also set forth any other information reasonably necessary to enable the Paying Agents Trustee to pay Additional Amounts to Holders of the Bonds on the relevant payment date. The Issuer or the relevant Guarantor will Company shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Neither the Trustee nor the Paying Agent shall at any time be entitled under any duty or responsibility to rely absolutely on an Officer’s Certificate as conclusive proof that any Holder of Bonds to determine Additional Amounts, or with respect to the nature, extent, or calculation of the amount of Additional Amounts owed, or with respect to the method employed in such payments are necessarycalculation of Additional Amounts. (c) The Issuer Company or the relevant Guarantor, if it is the applicable withholding agentas appropriate, will shall timely make all withholdings and deductions (within the time period) required by law and will shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will Company shall furnish to the Trustee (or to a Holder of the Bonds upon request), within 60 days a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer Company or a the Guarantor, as the case may beappropriate, or if, notwithstanding such entity’s efforts to obtain receipts, if receipts are not obtainedreasonably available, other evidence of payments (payment reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the this Indenture or this Note there is mentioned, in any context, the delivery of Guarantor Shares or other Reference Property (together with payment of cash for any fractional shares), payment of amounts based upon the principal amount of the Notes Bonds or of principal, interest interest, Tax Event Repurchase Price, Change of Control Event Repurchase Price, Listing Failure Event Repurchase Price or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, Bonds such mention shall be deemed to include mention of the payment of Additional Amounts to the extent thatAmounts, in such context, Additional Amounts are, were or would be payable in respect thereofif applicable. (e) The preceding obligations will under this Section 4.11 shall survive any termination, defeasance termination or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, Indenture and will shall apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (Company or any Guarantor) the Guarantor is incorporatedorganized, engaged in business, organized resident or resident doing business for tax purposes, purposes or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person or its paying agent makes any payment on the Bonds and, in each case, any department or political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, including any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor Issuer or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction (other than the United States) from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note GuaranteeNotes, including, without limitation, payments of principal, redemption priceRedemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of the Notes after such withholding or deduction shall equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the holder Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holderHolder, if the relevant holder Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of the Notes, the exercise or enforcement of rights under such Note, Note or the Indenture or a Note GuaranteeIndenture, or the receipt of payments in respect of such Note or a Note GuaranteeNote; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder Holder (except to the extent that the holder Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note GuaranteeNotes; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder Holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder Holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder Holder or beneficial owner of the Notes is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder Holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder Holder of the Notes if such holder Holder is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder Holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee Indenture or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note GuaranteeNotes, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee in writing promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely absolutely, and without liability to any Person therefor, on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant GuarantorIssuer, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable lawApplicable Law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may beIssuer, or if, notwithstanding such entitythe Issuer’s efforts to obtain such receipts, Tax receipts are not obtained, other evidence of payments (reasonably satisfactory to payment by the Trustee) by such entityIssuer of any Taxes so deducted or withheld. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note GuaranteeNotes, 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. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction (other than the United States) in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction (other than the United States) from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors Company (including, in each case, including any successor entity) ), under or with respect to the Notes or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and additions to tax related thereto, and, for the avoidance of doubt, including any withholding or deduction for or on account of the foregoing) (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor Company or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor Company is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor Company (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note GuaranteeNotes, including, without limitation, payments of principal, redemption priceRedemption Price, purchase price, payments upon conversion, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall Company will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes after such withholding or deduction shall will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to: (1i) any Taxes, to the extent such Taxes would not have been imposed but for the holder Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holderHolder, if the relevant holder Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture Note or a Note Guaranteethis Indenture, or the receipt of payments in respect of such Note or a Note GuaranteeNote; (2ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder Holder (except to the extent that the holder Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3iii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4iv) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note GuaranteeNotes; (5v) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder Holder or beneficial owner of the Notes, following the IssuerCompany’s reasonable written request addressed to the holder Holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder Holder or beneficial owner is legally eligible to provide such certification or documentation; (6vi) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agentpaying agent; (7vii) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors Company to the holder Holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder Holder been the sole beneficial owner of such Note; (8) viii) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9ix) any combination of clauses (1i) through (8) viii) above. . (b) In addition to the foregoing, the Issuer and the Guarantors Company will also pay and indemnify the holder Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the this Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1i) through (3iii) or (5v) through (9ix) above or any combination thereof). (bc) If the Issuer or any Guarantor, as the case may be, Company becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note GuaranteeNotes, the Issuer or the relevant Guarantor, as the case may be, Company will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor Company shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate Certificates must also set forth any other information reasonably necessary to enable the Paying Agents Agent to pay Additional Amounts to Holders holders on the relevant payment date. The Issuer or the relevant Guarantor Company will provide the Trustee with documentation reasonably satisfactory to the Trustee trustee evidencing the payment of such Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (cd) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, Company will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor Company will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor Company will furnish to the Trustee (or to a Holder of the Notes upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may beCompany, or if, notwithstanding such entitythe Company’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to by the Trustee) by such entityCompany. (de) Whenever in the this Indenture or this Note the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes notes or of principal, interest or of any other amount payable under, or with respect to, any of to the Notes or any Note GuaranteeNotes, 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. (ef) The preceding obligations This Section 4.07 will survive any termination, defeasance or discharge of the this Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person person to the Issuer (or any Guarantor) Company is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf in respect of the Issuer or Notes (including any of the Guarantors (including, in each case, any successor entitypayments made pursuant to a Note Guarantee) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without any withholding or deduction for, for or on account of, of any present or future Taxes Taxes, unless the withholding or deduction of such Taxes is then required by lawlaw or by the administration thereof. If the Issuer, any Guarantor or any other applicable withholding agent is so required by any law of any Taxing Jurisdiction to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with sum payable in respect to of the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premiumNotes, the Issuer or the relevant applicable Guarantor, as applicablethe case may be, shall will (1) pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect receivable by Holders (or beneficial owners) of such payments by each beneficial owner of any Notes after such withholding or deduction shall equal the respective amounts that would have been received and retained (including any withholding or deduction in respect of such payments payment of Additional Amounts) equals the respective amounts which would have been receivable by such Holders (or beneficial owners) in the absence of such withholding or deduction; provided, however(2) make such withholding or deduction, and (3) pay the full amount withheld or deducted to the relevant tax or other authority in accordance with applicable law, except that no such Additional Amounts shall will be payable with in respect toof any Note: (1i) any Taxes, to the extent that such Taxes would not have been are imposed but for the holder or levied by reason of such Holder (or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporationowner) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former some connection with the relevant Tax Jurisdiction, Taxing Jurisdiction other than any connection arising solely from the acquisition, ownership mere holding (or disposition beneficial ownership) of Notes, the exercise such Note or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of receiving payments in respect of such the Note or (including any payments made pursuant to a Note Guarantee) or enforcing its rights thereunder (including, but not limited to: citizenship, nationality, residence, domicile, or existence of a business, permanent establishment, a dependent agent, a place of business or a place of management present or deemed present in the Taxing Jurisdiction); (2ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable Tax is imposed other than by deduction or withholding from payments under, or with in respect to, of the Notes or (including any payments made pursuant to a Note Guarantee); (5iii) in respect of any Taxes to the extent such Taxes that would not have been imposed so deducted or withheld but for the failure of by the holder Holder (or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, owner) to comply with any certification, identification, information identification or other reporting requirementsrequirement concerning such Holder’s (or beneficial owner’s) nationality, whether residence, identity or connection with the Taxing Jurisdiction if (1) compliance is required by statuteapplicable law, treatyregulation, regulation or administrative practice of a Tax Jurisdiction, or treaty as a precondition to exemption fromfrom all or part of the Taxes, or reduction in (2) the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction Holder (including, without limitation, a certification that the holder or beneficial owner owner) is not resident in able to comply with these requirements without undue hardship and (3) the Tax Jurisdiction), but in each case, only to Issuer has given the extent the holder Holders (or beneficial owner is legally eligible owners) at least 30 calendar days prior notice that they will be required to provide comply with such certification or documentationrequirement; (6iv) any Taxes imposed in connection with a the event that the Holder fails to surrender (where surrender is required) its Note presented for payment within 30 days after the Issuer has made available a payment of principal or interest; provided that the Issuer shall pay Additional Amounts to which a Holder (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could owner) would have been avoided by presenting entitled had the relevant Note to, or otherwise accepting payment from, another Paying Agentbeen surrendered on the last day of such 30-day period; (7v) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Noteare estate, inheritance, gift, personal property, excise, transfer, use or sales or any similar Taxes; (8) any vi) where such Taxes that are imposed on or in respect of any Note pursuant to current Section sections 1471 through to 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) ), any successor law or any amended regulation implementing or complying with, or introduced in order to conform to, such sections (to the extent each successor version that law or regulation is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, than such sections as enacted on such date) or any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements agreement entered into pursuant to current Section section 1471(b)(1) of the Code Code; (vii) to the extent that such Taxes are imposed or withheld in connection with the presentation of any amended note for payment by or successor version described above)on behalf of a holder or beneficial owner of such notes who would have been able to avoid such Taxes by presenting the relevant note to, or accepting payment from, another Paying Agent; or (9viii) any combination of clauses items (1i) through (8) vii) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof).; (b) If No Additional Amounts will be paid to a Holder that is a fiduciary or a partnership or not the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or such beneficial owner would not have been entitled to receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder. (c) All references in this Indenture to principal, premium, if any, and interest on the Notes shall include any Additional Amounts payable by the Issuer or any Guarantorthe Guarantors, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with in respect to any payment under or with respect to the Notes or any Note Guaranteeof such principal, the Issuer or the relevant Guarantorpremium, as the case may beif any, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment and interest. (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafterd) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will shall promptly provide the Trustee with documentation reasonably satisfactory to a copy of the Trustee evidencing the payment official acknowledgment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant GuarantorTaxing Jurisdiction (or, if it such acknowledgment is the applicable withholding agentnot available, will make all withholdings and deductions (within the time periodother reasonable documentation) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so withheld or deducted from a payment in respect of the Notes by or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment on behalf of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding . Copies of such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory documentation will be made available to the TrusteeHolders (or beneficial owners) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principalthe Paying Agent, interest or of any other amount payable underas applicable, or with respect to, any of the Notes or any Note 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 thereofupon written request therefor. (e) The preceding obligations will survive Issuer shall pay any terminationstamp, defeasance issue, registration, documentary or discharge other similar taxes and duties, including interest and penalties, imposed by a Taxing Jurisdiction in respect of the Indenturecreation, any transfer by a holder issue, delivery, registration and offering of the Notes or beneficial owner the execution of its the Notes, the Note Guarantees, this Indenture or any other related document or instrument. The Issuer shall also pay and will applyindemnify the Trustee, mutatis mutandisthe Holders and beneficial owners, to and the Paying Agent from and against all court taxes or other taxes and duties, including interest and penalties, paid by any of them in any jurisdiction in which connection with any successor Person action permitted to be taken by the Issuer (or any Guarantor) is incorporatedTrustee, engaged in business, organized or resident for tax purposesthe Holders and beneficial owners, or any jurisdiction from or through which payment is made the Paying Agent to enforce the Issuer’s obligations under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or thereinNotes.

Additional Amounts. (a) All payments made by or on behalf of the Issuer Company or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1i) any jurisdiction (other than the United States) in which the Issuer Company or any Guarantor (including any successor entity), is or was then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or governmental authority thereof or therein or (2ii) any jurisdiction from or through which any payment is made by or on behalf of the Issuer Company or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or governmental authority thereof or therein (each of (1i) and (2ii), a “Tax Jurisdiction”) in respect of ), will at any time be required to be made from any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer Company or the relevant GuarantorGuarantor or other payor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding withholding, deduction or deduction shall imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to: : (1i) any Taxes, to the extent such Taxes would not have been imposed but for the holder Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holderHolder, if the relevant holder Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged incorporated in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction in which such Taxes are imposed or having or having had any other present or former connection with the relevant Tax Jurisdiction, Jurisdiction other than any connection arising solely from the acquisition, ownership acquisition or disposition holding of such Notes, the exercise or enforcement of rights under such Note, Note or the Indenture or under a Note Guarantee, Guarantee or the receipt of payments in respect of such Note or a Note Guarantee; ; (2ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder Holder (except to the extent that the holder Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); ; (3iii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; ; (4iv) any Taxes withheld, deducted or imposed on a payment to an individual and that are 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 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive; (v) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (vi) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee; ; (5vii) any Taxes to the extent such Taxes would not have been are imposed or withheld but for by reason of the failure of the holder Holder or beneficial owner of the Notes, following the IssuerCompany’s reasonable written request addressed to the holder Holder or beneficial owner at least 60 days before any such withholding or deduction would be imposedpayable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder Holder or beneficial owner is legally eligible entitled to provide such certification or documentation; ; (6viii) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) withheld by or on behalf reason of a holder the failure of the Holder or beneficial owner of the Notes to comply with the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any requirements of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) ), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any regulations promulgated thereunder, the U.S. Treasury Regulations issued thereunder or any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (interpretation thereof or any related law or administrative practices or procedures) implementing the foregoing or any agreements agreement entered into pursuant to current Section 1471(b)(1) 1471 of the Code Code; or (or any amended or successor version described above); or (9ix) any combination of clauses (1) through (8) above. . (b) In addition to the foregoing, the Issuer Company and the Guarantors will also pay and indemnify the holder Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax any other liabilities related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof)Guarantee. (bc) If the Issuer Company or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer Company or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officer’s Certificate. (cd) The Issuer Company or the relevant Guarantor, if it is the applicable withholding agent, Guarantor will make all withholdings and deductions (within the time periodperiod and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer Company or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer Company or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer Company or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (de) Whenever in the Indenture or this Note the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (f) The obligations described under Sections 4.01(c), (d), (e) The preceding obligations and (f) of the Indenture will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (Company or any Guarantor) Guarantor is incorporated, engaged in business, organized business for tax purposes or resident for tax purposes, purposes or any jurisdiction from or through which such Person makes any payment is made under or with respect to on the Notes (or any Note Guarantee) by and any department or on behalf of such Person and, in each case, any political subdivision or taxing authority or agency thereof or thereintherein having the power to tax.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Backstop Notes or any Note Guarantee thereof shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Backstop Notes or any Note GuaranteeGuarantee thereof, including, without limitation, payments of principal, redemption priceRedemption Price, purchase price, interest interest, duration fees or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes Holder after such withholding or deduction shall will equal the respective amounts that would have been received and retained by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) Company under or with respect to the Notes a Note or any Note by a Guarantor under or with respect to a Guarantee shall will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother governmental charge (including penalties, any Guarantor or any interest and other applicable withholding agent is required by law to withhold or deduct any amount forliabilities related thereto) (hereinafter, or on account of, any Taxes “Taxes”) imposed or levied by or on behalf of (1) the government of The Netherlands or any other jurisdiction (other than the United States) in which the Issuer Company or any Guarantor is or was incorporated, engaged in business, organized or is a resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from within or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or taxing authority or agency thereof or therein (each any of (1) and (2the aforementioned being a “Taxing Jurisdiction”), a “Tax Jurisdiction”) in respect unless the Company or such Guarantor is required to withhold or deduct any such Taxes by law or by the interpretation or administration thereof. If the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payments payment made under or with respect to the Notes a Note or any Note Guarantee, including, without limitation, payments a Guarantee of principal, redemption price, purchase price, interest or premiumsuch Guarantor, the Issuer Company or the relevant such Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received and retained in respect by the Holder of such payments by each beneficial owner of Notes Note (including Additional Amounts) after such withholding or deduction shall equal of such Taxes will not be less than the respective amounts that amount such Holder would have received if such Taxes had not been received and retained in respect of such payments in the absence of such withholding required to be withheld or deductiondeducted; provided, however, that no notwithstanding the foregoing, Additional Amounts shall will not be payable paid with respect to: (1) any Taxes, to the extent such Taxes that would not have been imposed so imposed, deducted or withheld but for the holder existence of any present or former connection between the Holder or beneficial owner of the Notes a Note (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holderHolder or beneficial owner of such Note, if the relevant holder Holder or beneficial owner is an estate, nominee, trust, nominee, partnership, limited liability company partnership or corporation) being and the relevant Taxing Jurisdiction, including, without limitation, the Holder or beneficial owner being, or having been been, a citizen or resident or national ofcitizen, national, or incorporatedresident, being, or having been, engaged in a trade or business inbusiness, being being, or having been been, physically present in or having had a permanent establishment in, in the relevant Tax Taxing Jurisdiction (but not including the mere receipt of such payment or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition holding of Notesor the execution, the exercise delivery, registration or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee); (2) subject to the last paragraph of this Section, any Taxesestate, inheritance, gift, sales, excise, transfer or personal property tax or similar tax, assessment or governmental charge; (3) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to such Note or Guarantee; (4) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on such Note had (i) made a declaration of nonresidence, or any other claim or filing for exemption, to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the extent nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of nonresidence or other claim or filing for exemption or such compliance is required by the applicable law of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes were imposed as a result and (y) at least 60 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 presentation Taxing Jurisdiction, the relevant Holder at that time has been notified by the Company, any Guarantor or any other person through whom payment may be made that a declaration of a non-residence or other claim or filing for exemption or such compliance is required to be made); (5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment (where presentation is required) more than within 30 days after the relevant date on which such payment or such Note became due and payable or the date on which payment thereof is first made available for payment to the holder duly provided for, whichever is later (except to the extent that the holder Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 30-day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on under or with respect to a Note to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder Holder that is a fiduciary fiduciary, limited liability company or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such Taxes fiduciary, a member of such a partnership or limited liability company or the beneficial owner of such payment or Note would not have been imposed on such payments entitled to the Additional Amounts had such holder beneficiary, settlor, member or beneficial owner been the sole beneficial owner actual Holder of such Note; (8) 7) any Taxes that are imposed on a payment to an individual and required to be made pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended European Council Directive 2003/48/EC (the “CodeDirective”) or any amended law implementing or successor version that is substantively comparable and not materially more onerous to comply complying with, or introduced in order to conform to, the Directive; (8) any regulations promulgated thereunderNote presented for payment by, any official interpretations thereofor on behalf of, any intergovernmental agreement between a non-U.S. jurisdiction and Holder who would have been able to avoid such Taxes by presenting the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant relevant note to current Section 1471(b)(1) another Paying Agent in a Member State of the Code (or any amended or successor version described above)European Union; or (9) any combination of clauses items (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, The foregoing provisions shall apply mutatis mutandis to any such Taxes imposed in a Tax Taxing Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any successor Person to the Company or a Guarantor. The Company or the applicable 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. The Company or the applicable 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 the Company or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Company or such Guarantor. Copies of such receipts or other documentation will be made available to the Holders or the Paying Agent, as applicable, upon request. At least 15 days prior to each date on which any payment under or with respect to the any Notes or any Note Guaranteeis due and payable, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the such obligation to pay Additional Amounts arises after the 30th day prior to that payment such date, in which case it shall be promptly delivered thereafter, if the Issuer Company or any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the relevant Company or such Guarantor shall notify will deliver to the Trustee promptly thereafter) and the Paying Agent an Officer’s Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amount amounts estimated to be so payable. The Officer’s Certificate must also payable and will set forth any such other information reasonably necessary to enable the such Paying Agents Agent to pay such Additional Amounts to Holders of such Notes on the relevant payment date. The Issuer Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. The Trustee shall be entitled to rely absolutely solely on an Officer’s such Officers’ Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principalPrincipal, interest or of any other amount payable under, under or with respect to, to any of the Notes or any Note GuaranteeNote, 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. (e) . The preceding obligations Company and the Guarantors will survive pay any terminationpresent or future stamp, defeasance court or discharge 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 Indenture, any transfer by a holder or beneficial owner of its Notes, and will applythe Indenture or any other document or instrument in relation thereto, mutatis mutandisexcluding all such taxes, to charges or similar levies imposed by any jurisdiction outside any jurisdiction in which the Company or any Guarantor or any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, purposes or any jurisdiction from in which a Paying Agent is located, other than those resulting from, or through which payment is made under required to be paid in connection with, the enforcement of the Notes, the Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes. The Company and the Guarantors agree to indemnify the Holders of the Notes (or for any Note Guarantee) such non-excluded taxes paid by or on behalf of such Person and, in each case, any political subdivision thereof or thereinHolders.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) Company under or with respect to the Notes a Note or any Note by a Guarantor under or with respect to a Guarantee shall will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother governmental charge (including penalties, any Guarantor or any interest and other applicable withholding agent is required by law to withhold or deduct any amount forliabilities related thereto) (hereinafter, or on account of, any Taxes “Taxes”) imposed or levied by or on behalf of (1) the government of The Netherlands or any other jurisdiction (other than the United States) in which the Issuer Company or any Guarantor is or was incorporated, engaged in business, organized or is a resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from within or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or taxing authority or agency thereof or therein (each any of (1) and (2the aforementioned being a “Taxing Jurisdiction”), a “Tax Jurisdiction”) in respect unless the Company or such Guarantor is required to withhold or deduct any such Taxes by law or by the interpretation or administration thereof. If the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payments payment made under or with respect to the Notes a Note or any Note Guarantee, including, without limitation, payments a Guarantee of principal, redemption price, purchase price, interest or premiumsuch Guarantor, the Issuer Company or the relevant such Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts amount received and retained in respect by the Holder of such payments by each beneficial owner of Notes Note (including Additional Amounts) after such withholding or deduction shall equal of such Taxes will not be less than the respective amounts that amount such Holder would have received if such Taxes had not been received and retained in respect of such payments in the absence of such withholding required to be withheld or deductiondeducted; provided, however, that no notwithstanding the foregoing, Additional Amounts shall will not be payable paid with respect to: (1) any Taxes, to the extent such Taxes that would not have been imposed so imposed, deducted or withheld but for the holder existence of any present or former connection between the Holder or beneficial owner of the Notes a Note (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holderHolder or beneficial owner of such Note, if the relevant holder Holder or beneficial owner is an estate, nominee, trust, nominee, partnership, limited liability company partnership or corporation) being and the relevant Taxing Jurisdiction, including, without limitation, the Holder or beneficial owner being, or having been been, a citizen or resident or national ofcitizen, national, or incorporatedresident, being, or having been, engaged in a trade or business inbusiness, being being, or having been been, physically present in or having had a permanent establishment in, in the relevant Tax Taxing Jurisdiction (but not including the mere receipt of such payment or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition holding of Notesor the execution, the exercise delivery, registration or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee); (2) subject to the last paragraph of this Section, any Taxesestate, inheritance, gift, sales, excise, transfer or personal property tax or similar tax, assessment or governmental charge; (3) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to such Note or Guarantee; (4) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on such Note had (i) made a declaration of nonresidence, or any other claim or filing for exemption, to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the extent nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of nonresidence or other claim or filing for exemption or such compliance is required by the applicable law of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes were imposed as a result and (y) at least 60 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 presentation Taxing Jurisdiction, the relevant Holder at that time has been notified by the Company, any Guarantor or any other person through whom payment may be made that a declaration of a non-residence or other claim or filing for exemption or such compliance is required to be made); (5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment (where presentation is required) more than within 30 days after the relevant date on which such payment or such Note became due and payable or the date on which payment thereof is first made available for payment to the holder duly provided for, whichever is later (except to the extent that the holder Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 30-day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on under or with respect to a Note to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder Holder that is a fiduciary fiduciary, limited liability company or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such Taxes fiduciary, a member of such a partnership or limited liability company or the beneficial owner of such payment or Note would not have been imposed on such payments entitled to the Additional Amounts had such holder beneficiary, settlor, member or beneficial owner been the sole beneficial owner actual Holder of such Note; (8) 7) any Taxes that are imposed on a payment to an individual and required to be made pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended European Council Directive 2003/48/EC (the “CodeDirective”) or any amended law implementing or successor version that is substantively comparable and not materially more onerous to comply complying with, or introduced in order to conform to, the Directive; (8) any regulations promulgated thereunderNote presented for payment by, any official interpretations thereofor on behalf of, any intergovernmental agreement between a non-U.S. jurisdiction and Holder who would have been able to avoid such Taxes by presenting the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant relevant note to current Section 1471(b)(1) another Paying Agent in a Member State of the Code (or any amended or successor version described above)European Union; or (9) any combination of clauses items (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, The foregoing provisions shall apply mutatis mutandis to any such Taxes imposed in a Tax Taxing Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any successor Person to the Company or a Guarantor. The Company or the applicable 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. The Company or the applicable 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 the Company or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Company or such Guarantor. Copies of such receipts or other documentation will be made available to the Holders or the Paying Agent, as applicable, upon request. At least 15 days prior to each date on which any payment under or with respect to the any Notes or any Note Guaranteeis due and payable, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the such obligation to pay Additional Amounts arises after the 30th day prior to that payment such date, in which case it shall be promptly delivered thereafter, if the Issuer Company or any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the relevant Company or such Guarantor shall notify will deliver to the Trustee promptly thereafter) and the Paying Agent an Officer’s Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amount amounts estimated to be so payable. The Officer’s Certificate must also payable and will set forth any such other information reasonably necessary to enable the such Paying Agents Agent to pay such Additional Amounts to Holders of such Notes on the relevant payment date. The Issuer Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. The Trustee shall be entitled to rely absolutely solely on an Officer’s such Officers’ Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the this Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, premium, if any, interest or of any other amount payable under, under or with respect to, to any of the Notes or any Note GuaranteeNote, 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. (e) . The preceding obligations Company and the Guarantors will survive pay any terminationpresent or future stamp, defeasance court or discharge 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 Indenture, any transfer by a holder or beneficial owner of its Notes, and will applythis Indenture or any other document or instrument in relation thereto, mutatis mutandisexcluding all such taxes, to charges or similar levies imposed by any jurisdiction outside any jurisdiction in which the Company or any Guarantor or any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, purposes or any jurisdiction from in which a Paying Agent is located, other than those resulting from, or through which payment is made under required to be paid in connection with, the enforcement of the Notes, the Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes. The Company and the Guarantors agree to indemnify the Holders of the Notes (or for any Note Guarantee) such non-excluded taxes paid by or on behalf of such Person and, in each case, any political subdivision thereof or thereinHolders.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) a Foreign Guarantor under or with respect to the Notes or any Note its Guarantee shall will be made free and clear of of, and without withholding or deduction for, or on account of, any present or future Taxes taxes, unless the withholding or deduction of such Taxes taxes is then required by law. If the Issuer, any Guarantor withholding or any other applicable withholding agent is required by law to withhold or deduct any amount deduction for, or on account of, any Taxes taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or Tax Jurisdiction will at any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or time be required to be made from any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is payments made by or on behalf of the Issuer or any Foreign Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, or interest, the Issuer or the relevant Guarantor, as applicable, shall Foreign Guarantor will pay such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes (including Additional Amounts) after such withholding or deduction shall will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to: (1a) any Taxes, to the extent such Taxes taxes that would not have been imposed but for the holder Holder or the beneficial owner of the Notes (or being a fiduciarycitizen, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present incorporated in or having carrying on a permanent establishment business in, the relevant Tax Jurisdiction in which such taxes are imposed, or having or having had any other present or former connection with the relevant Tax JurisdictionJurisdiction in which such taxes are imposed, other than by the mere acquisition or holding of any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the enforcement or receipt of payments payment under or in respect of such any Note or a Note any Guarantee; (2b) any Taxestaxes imposed or withheld as a result of the failure of the Holder or beneficial owner of the Notes to comply with any reasonable written request made to such Holder in writing at least 30 days before any such withholding or deduction would be payable by any Foreign Guarantors to provide timely or accurate information concerning the nationality, residence or identity of such Holder or to make any valid or timely declaration or similar claim or satisfy any certification, information or other reporting requirements (to the extent such Taxes were Holder or beneficial owner is legally eligible to do so), which is required or imposed by a statute, treaty, regulation or administrative practice of the relevant Tax Jurisdiction as a precondition to exemption from, or reduction in the rate of withholding or deduction of, such taxes; (c) any taxes that are imposed or withheld as a result of the presentation of a any Note for payment (where presentation is requiredrequired under the Original Indenture) more than 30 days after the relevant payment is first made available for payment to the holder Holder (except to the extent that the holder Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3d) any estate, inheritance, gift, sale, transfer, use, personal property tax or similar Taxestax or assessment; (4e) any Taxes tax which is payable other otherwise than by withholding or deduction or withholding from payments under, made under or with respect to, to the Notes or any Note Guarantee; (5f) any Taxes to the extent such Taxes would not have been tax that was imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or on a Note to any of the Guarantors to the holder of the Notes if such holder Holder who is a fiduciary or partnership partnership, limited liability company or any person other than the sole beneficial owner of such payment payment, to the extent that a beneficiary or settlor with respect to such Taxes fiduciary, a member of such a partnership or limited liability company or the beneficial owner of such payment would not have been imposed on such payments entitled to the Additional Amounts had such holder beneficiary, settlor, member or beneficial owner been the sole beneficial owner actual Holder of such Note; (8) g) any Taxes taxes that are imposed or withheld pursuant to current Section Sections 1471 through 1474 of the Internal Revenue Code as of 1986, as amended the date of the initial issuance of the Notes (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply withof such sections), any regulations promulgated thereunder, any official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing with respect to the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above)Code; or (9h) any combination of clauses items (1a) through (8) g) above. In addition to the foregoing, the Issuer and the Guarantors any Foreign Guarantor will also pay and indemnify the holder Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxestaxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are or taxes levied by any jurisdiction on the execution, delivery, issuance, registration or registration enforcement of any of the Notes, any Guarantee (other than on or in connection with a transfer of the Indenture, any Note Guarantee Notes other than the initial sale thereof by the initial purchasers in connection with the initial issuance thereof) or any other document or instrument referred to therein, or the receipt of any payments with respect thereto, or enforcement of, . If any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, Foreign Guarantor becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note its Guarantee, the Issuer or the relevant Guarantor, as the case may be, Foreign Guarantor will deliver to the Trustee on a date that is at least 30 days prior to the date of that such payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment datethe date of such payment, in which case the Issuer or the relevant Foreign Guarantor shall notify the Trustee promptly in writing thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents Agent to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The relevant Foreign Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, Foreign Guarantor will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax tax authority in accordance with applicable law. The Issuer or the relevant Foreign Guarantor will use its reasonable efforts to obtain Tax tax receipts from each Tax tax authority evidencing the payment of any Taxes taxes so deducted withheld or withhelddeducted. The Issuer or the relevant Foreign Guarantor will furnish to the Trustee (or to a Holder upon request)Holders, within 60 days after the date the payment of any Taxes taxes so withheld or deducted or withheld is made, certified copies of Tax tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, Foreign Guarantor or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, . References to the payment of amounts based upon on the principal amount of the Notes amount, or of principal, interest or of on any other amount payable under, or with respect to, any of the Notes or any Note GuaranteeNotes, 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. (e) . The preceding obligations obligation set forth in this Section 2.5 will survive any termination, defeasance or discharge of the Indenture, Original Indenture or any transfer by a holder or beneficial owner Holder of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which Tax Jurisdiction applicable to any successor Person person to the Issuer (or any Foreign Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, including any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor Issuer or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction (other than the United States) from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note GuaranteeNotes, including, without limitation, payments of principal, redemption priceRedemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of the Notes after such withholding or deduction shall will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1i) any Taxes, to the extent such Taxes would not have been imposed but for the holder Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holderHolder, if the relevant holder Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of the Notes, the exercise or enforcement of rights under such Note, the Indenture Note or a Note Guaranteethis Indenture, or the receipt of payments in respect of such Note or a Note GuaranteeNote; (2ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder Holder (except to the extent that the holder Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3iii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4iv) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note GuaranteeNotes; (5v) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder Holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder Holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder Holder or beneficial owner of the Notes is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder Holder or beneficial owner is legally eligible to provide such certification or documentation; (6vi) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7vii) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder Holder of the Notes if such holder Holder is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder Holder been the sole beneficial owner of such Note; (8) viii) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9ix) any combination of clauses (1i) through (8) viii) above. In addition to the foregoing, the Issuer and the Guarantors will shall also pay and indemnify the holder Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee this Indenture or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1i) through (3iii) or (5v) through (9ix) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note GuaranteeNotes, the Issuer or the relevant Guarantor, as the case may be, will shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee in writing promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of such Additional Amounts. The Trustee shall be entitled to rely absolutely absolutely, and without liability to any Person therefor, on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant GuarantorIssuer, if it is the applicable withholding agent, will shall make all withholdings and deductions (within the time period) required by law and will shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable lawApplicable Law. The Issuer or the relevant Guarantor will shall use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will shall furnish to the Trustee (or to a Holder of the Notes upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may beIssuer, or if, notwithstanding such entitythe Issuer’s efforts to obtain such receipts, Tax receipts are not obtained, other evidence of payments (reasonably satisfactory to payment by the Trustee) by such entityIssuer of any Taxes so deducted or withheld. (d) Whenever in the this Indenture or this Note the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note GuaranteeNotes, 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. (e) The preceding obligations will This Section 4.09 shall survive any termination, defeasance or discharge of the this Indenture, any transfer by a holder Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction (other than the United States) in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction (other than the United States) from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of Company, the Guarantors or a successor of either of them (including, each a “Payor”) on the Senior Notes in each case, any successor entity) under respect of interest or with respect to the Notes or any Note Guarantee principal shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of of: (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment on the Senior Notes or the applicable Guarantee is made by in respect of interest or on behalf of the Issuer or any Guarantor (includingprincipal, without limitation, the jurisdiction of any Paying Agent) or any political subdivision or governmental authority thereof or therein having the power to tax; or (2) 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 power to tax (each of clauses (1) and (2), a “Tax Relevant Taxing Jurisdiction”) in respect of ), shall at any time be required from any payments under or made with respect to the Senior Notes in respect of interest or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, Payor shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of the Senior Notes or the Guarantee, as the case may be, after such withholding or deduction shall (including any such deduction or withholding from such Additional Amounts), equal the respective amounts that which would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts shall be payable with respect to: (1) any Taxes, to the extent such Taxes that would not have been so imposed but for the holder existence of any present or former connection between the beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, partner ofpartner, member member, shareholder or shareholder other holder of equity interests of, or possessor of a power over, over the relevant holderbeneficial owner, if the relevant holder beneficial owner is an estate, nominee, trust, nominee, partnership, limited liability company company, corporation or corporationother entity) and the Relevant Taxing Jurisdiction (including the beneficial owner being or having been a citizen or resident or national of, or incorporated, engaged in carrying on a trade business or business in, being or having been physically present in or having maintaining a permanent establishment in, or being physically present in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Relevant Taxing Jurisdiction, ) other than any connection arising solely from by the acquisition, mere ownership or disposition holding of Notes, the exercise such note or enforcement of rights thereunder or under such Note, the Indenture or a Note Guarantee, Guarantee or the receipt of payments in respect of such Note or a Note Guaranteethereof; (2) any Taxes, Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the extent first payment date with respect to which such Taxes were imposed as a result declaration of non-residence or other claim or filing for exemption is required under the applicable law of the presentation Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by the Payor or any other person through whom payment may be made that a declaration of a Note non-residence or other claim or filing for exemption is required to be made); (3) any note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder beneficial owner (except to the extent that the holder beneficial owner would have been entitled to Additional Amounts had the Note note been presented on the last day of during such 30 day period); (34) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, on the Senior Notes or under the Guarantee; (5) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments undertax, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information assessment or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentationgovernmental charge; (6) any Taxes withholding or deduction imposed in connection with on a Note presented for payment (where presentation to an individual that is permitted required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or required for payment) by or on behalf of a holder or beneficial owner any other directive implementing the conclusions of the Notes ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to the extent such Taxes could have been avoided by presenting the relevant Note conform to, or otherwise accepting payment from, another Paying Agentsuch Directive; (7) any Taxes imposed on or with respect to any payment which could have been avoided by the Issuer or any presentation (where presentation is required) of the Guarantors relevant note to the holder another Paying Agent in a member state of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note;European Union; or (8) any Taxes that are withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code, or otherwise imposed pursuant to current Section Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated or agreements thereunder, any official interpretations thereof, or (without prejudice to any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9foregoing) any combination law implementing an intergovernmental approach thereto. Such Additional Amounts shall also not be payable where, had the beneficial owner of the note been the Holder of the note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) through to (8) inclusive above. In addition The Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the foregoing, Relevant Taxing Jurisdiction in accordance with applicable law. The Payor shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each Holder. The Payor shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Senior Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Senior Notes, . Copies of such documentation shall be available for inspection during ordinary business hours at the Indenture, office of the Trustee by the Holders of the Senior Notes upon request and shall be made available at the offices of the Paying Agent. At least 30 days prior to each date on which any Note Guarantee payment under or any other document referred with respect to therein, the Senior Notes or the receipt of any payments with respect theretoGuarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, or enforcement ofin which case it shall be promptly thereafter), any of if the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will Payor shall be obligated to pay Additional Amounts with respect to any payment under or with respect such payment, the Payor shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Each such Officer’s Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. If the Payor conducts business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, is required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Senior Notes or any Note the Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated would not have been required to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is madebut for such conduct of business in such Additional Taxing Jurisdiction, certified copies the Additional Amounts provision described above shall be considered to apply to such Holders or beneficial owners as if references in such provision to “Taxes” included taxes imposed by way of Tax receipts evidencing payment deduction or withholding by the Issuer any such Additional Taxing Jurisdiction (or a Guarantor, as the case may be, any political subdivision thereof or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever taxing authority therein). Wherever in the Indenture Indenture, the Senior Notes or this Note the Guarantee there is are mentioned, in any context, : (1) the payment of amounts based upon the principal amount principal, (2) purchase prices in connection with a purchase of the Notes or of principalSenior Notes, (3) interest, interest or of or (4) any other amount payable under, on or with respect to, any of to the Senior Notes or any Note the Guarantee, such mention reference shall be deemed to include mention of the payment of Additional Amounts as described under this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. . The Payor shall pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of any Senior Notes or any other document or instrument referred to therein (e) other than a transfer of the Senior Notes), or the receipt of any payments with respect to the Senior Notes or the Guarantee, excluding any such taxes, charges’ or similar levies imposed by any jurisdiction other than the jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Senior Notes, the Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Senior Notes. The preceding foregoing obligations will shall survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, Indenture and will apply, shall apply mutatis mutandis, mutandis to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) a Payor is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption priceRedemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes Holder after such withholding or deduction shall will equal the respective amounts that would have been received and retained by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holderHolder or beneficial owner, if the relevant holder Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder Holder (except to the extent that the holder Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder Holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder Holder at least 60 30 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder Holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes Holder if such holder Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder Holder been the sole beneficial owner of such Note; (8) any Taxes imposed by the United States, any state thereof or the District of Columbia, or any subdivision thereof or territory thereof, including any U.S. federal withholding taxes and any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction relevant Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any paymentspayments or that are imposed on or result from a sale or other transfer or disposition of a Note by a Holder or a beneficial owner, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof), save in each case for any such taxes, charges or levies which arise or are increased as a result of any document effecting the registration, issue or delivery of any of the notes either being signed or executed in the United Kingdom or being brought into the United Kingdom. (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder of this Note upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf in respect of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall Securities will be made free and clear of and without withholding or deduction for, for or on account ofof any Applicable Tax Amount, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent Applicable Tax Amount is required by law or the official interpretation or administration thereof. In the event that the Company shall be obligated to withhold pay Additional Amounts in respect of such Applicable Tax Amount, no such obligation to pay Additional Amounts shall apply in respect of any Security: (i) to the extent that such taxes, duties or deduct any amount for, or on account of, any Taxes governmental charges are imposed or levied by reason of such Holder (or the beneficial owner) having some connection with the Taxing Jurisdiction other than the mere holding (or beneficial ownership) of such Security, or receiving Principal or interest payments on the Securities (including, but not limited to, citizenship, nationality, residence, domicile, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within the Taxing Jurisdiction); (ii) to the extent that such taxes are not withholding taxes; (iii) in respect of which the Holder (or beneficial owner) fails to comply with any certification, identification or other reporting requirement concerning its nationality, residence, identity or connection with the Taxing Jurisdiction if (1) compliance is required by applicable law, regulation, administrative practice or treaty as a precondition to exemption from all or a part of the taxes, (2) the Holder (or beneficial owner) is able to comply with those requirements without undue hardship and (3) the Company has given all Holders (or beneficial owners) at least 30 days prior notice that they will be required to comply with such requirements; (iv) in respect of which the Holder fails to surrender (where surrender is required) its Security for payment within 30 days after the Company has made available such payment provided that the Company will pay Additional Amounts to which a Holder would have been entitled had the Security been surrendered on the last day of such 30-day period; (v) to the extent that such taxes, duties or governmental charges are imposed by reason of any estate, inheritance, gift, personal property, value added, use or sales tax or any similar taxes, assessments or other governmental charges; (vi) 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 on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; (vii) to the extent that withholding or deduction is imposed pursuant to or in connection with FATCA, as set forth in Section 2.15 of this Indenture; (viii) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent in a Member State of the European Union; or (1ix) in the case of any jurisdiction (combination of the items listed above. Nor will Additional Amounts be paid with respect to any payment on a Security to a Holder who is a fiduciary, a partnership, a limited liability company or other than the United States) in which sole beneficial owner of that payment to the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes extent that payment would be required by the laws of a Taxing Jurisdiction (or any political subdivision thereof thereof) to be included in the income, for tax purposes, of a beneficiary or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or settlor with respect to the Notes fiduciary, a member of that partnership, an interestholder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder. Any reference to payments on the Securities shall be deemed also to include the payment of any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”. However, no Holder (or beneficial owner) as may of a Security shall be entitled to receive any Additional Amounts greater than the amounts necessary in order that the net amounts received and retained in respect of receivable by such payments by each beneficial owner of Notes Holder after such withholding or deduction shall equal the respective amounts that which would have been received and retained in respect of receivable by such payments Holder in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1) any Taxes, subject to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described exceptions above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If The Company will (i) make such withholding or deduction on its payments of Principal and interest on the Issuer Securities as required by the relevant Taxing Jurisdiction and (ii) remit the full amount withheld or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect deducted to the Notes relevant taxing authority in accordance with applicable law. The Company will furnish to the Trustee, within 30 days after the date of payment of any such taxes due pursuant to applicable law, certified copies of tax receipts or, if such receipts are not obtainable, documentation evidencing such payment. Upon request, copies of such receipts or any Note Guarantee, the Issuer or the relevant Guarantorother documentation, as the case may be, will deliver be made available to the Securityholders. (c) At least 10 Business Days prior to the first interest payment date for the Securities, and, if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, at least 10 Business Days prior to each interest payment date for the Securities, the Company shall furnish to the Trustee an Officers’ Certificate instructing the Trustee as to any circumstances in which payments of Principal of or interest on a the Securities (including Additional Amounts) due on such date shall be subject to deduction or withholding for or on account of any taxes and the rate of any such deduction or withholding and certifying that is at least 30 days prior the Company shall pay all amounts required to be deducted or withheld to the date appropriate governmental authority. Upon request, copies of that payment (unless such Officers’ Certificate will be made available to the obligation Securityholders. The Company covenants to pay Additional Amounts arises after indemnify the 30th day prior Trustee and any other Paying Agents for, and to that payment datehold each harmless against, any duly documented loss, liability or expense reasonably incurred without gross negligence, bad faith or willful misconduct on their part, arising out of or in which case the Issuer connection with actions taken or not taken by any of them in reliance on any certificate furnished to them pursuant to this paragraph or the relevant Guarantor failure to furnish any such certificate. The obligations of the Company under the preceding sentence shall notify survive the resignation or removal of the Trustee, the Registrar or any Paying Agent, payment of the Securities and the termination of this Indenture. Any certificate required by this Section to be provided to the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will and any other Paying Agent shall be payable and the amount estimated deemed to be so payableduly provided if sent by facsimile to the Trustee and such other Paying Agent. The Officer’s Certificate must also set forth any other information reasonably necessary to enable Upon request, the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will Company shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of taxes in respect of which the Company has paid any Additional Amounts. The Trustee Copies of such documentation shall be entitled made available by the Trustee to rely absolutely on an Officer’s Certificate the Securityholders or the other Paying Agents, as conclusive proof that such payments are necessaryapplicable, upon request therefor. (cd) The Issuer foregoing obligations shall survive any termination or resignation of the relevant Guarantor, if it is Trustee or discharge of the applicable withholding agent, will make all withholdings Securities and deductions this Indenture. (within e) If the Company shall at any time period) be required by law and will remit the full amount deducted or withheld to pay Additional Amounts to Securityholders pursuant to the relevant Tax authority in accordance with applicable law. The Issuer or terms of this Indenture, the relevant Guarantor Company will use its reasonable efforts to obtain Tax receipts an exemption from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or otherwise avoid the obligation to a Holder upon request), within 60 days after pay) the date tax which has resulted in the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding requirement that it pay such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entityAdditional Amounts. (df) The Company agrees that it will ensure that it maintains a Paying Agent in an EU Member State that will not be obligated to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of ECOFIN Council Meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive. (g) Whenever in the this Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount Principal of the Notes or of principal, interest or any other amounts on, or in respect of, any Security of any other amount payable under, or with respect to, any of the Notes or any Note Guaranteeseries, such mention shall be deemed to include mention of the payment of Additional Amounts provided for herein or by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (e) The preceding obligations will survive any terminationthereof pursuant to such terms, defeasance or discharge and express mention of the Indenture, payment of Additional Amounts (if applicable) in any transfer by a holder or beneficial owner provision hereof shall not be construed as excluding the payment of its Notes, and will apply, mutatis mutandis, to any jurisdiction Additional Amounts in which any successor Person to the Issuer (or any Guarantor) those provisions hereof where such express mention is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or thereinnot made.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any Guarantor or any successor in interest to any of the Guarantors foregoing (includingeach, in each case, any successor entitya “Payor”) under on or with respect to the Notes Securities or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the such withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of of: (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2a) any jurisdiction from or through which payment on the Securities or any payment Guarantee is made by or on behalf of the Issuer or any Guarantor political subdivision or governmental authority thereof or therein having the power to tax (including, without limitation, including the jurisdiction of any Paying Agentpaying agent); or (b) any other jurisdiction in which a Payor that actually makes a payment on the Securities or its Guarantee is organized or otherwise considered to be engaged in business or resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1a) and (2b), a “Tax Relevant Taxing Jurisdiction”) in respect of ), shall at any time be required by law to be made from any payments under or made with respect to the Notes Securities or any Note Guarantee, including, without limitation, including payments of principal, redemption price, purchase price, interest or premium, if any, the Issuer or the relevant Guarantor, as applicable, Payor shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes payments, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal not be less than the respective amounts that would have been received and retained in respect of such payments on the Securities or the Guarantees in the absence of such withholding or deduction; provided, however, that no such Additional Amounts shall be payable with respect tofor or on account of: (1) any Taxes, to the extent such Taxes that would not have been so imposed or levied but for the existence of any present or former connection between the holder or the beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, partner ofpartner, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant such holder is an estate, nominee, trust, nominee, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being or having been a citizen or resident or national of, or incorporated, engaged in carrying on a trade business or business in, being or having been physically present in or having maintaining a permanent establishment in, or being physically present in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Relevant Taxing Jurisdiction) but excluding, other than in each case, any connection arising solely from the acquisition, ownership or disposition holding of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, Securities or the receipt of payments any payment in respect of such Note or a Note Guaranteethereof; (2) any Taxes that would not have been so imposed or levied if the holder had complied with a reasonable request in writing of the Payor (such request being made at a time that would enable such holder acting reasonably to comply with that request) to make a declaration of nonresidence or any other claim or filing or satisfy any certification, information or reporting requirement for exemption from, or reduction in the rate of, withholding to which it is entitled (provided that such declaration of nonresidence or other claim, filing or requirement is required by the applicable law, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold all or a part of any such Taxes, ) but only to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation holder is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been legally entitled to Additional Amounts had the Note been presented on the last day of provide such 30 day period)certification or documentation; (3) any Taxes that are payable otherwise than by withholding or deduction from a payment on the Securities or any Guarantee; (4) any estate, inheritance, gift, salesales, excise, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note Security presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could Holder who would have been avoided able to avoid such Tax by presenting the relevant Note to, or otherwise accepting payment from, Security to another Paying Agentpaying agent in a member state of the European Union; (76) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section payable under Sections 1471 through 1474 of the Internal Revenue Code of 1986Code, as amended of the date of the Offering Memorandum (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder, any or official interpretations thereof, thereof and any agreements (including any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or proceduresagreements) implementing the foregoing or any agreements entered into pursuant thereto; (7) any Taxes if the holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes that would otherwise give rise to current Section 1471(b)(1) such Additional Amounts would not have been imposed on such payment had the holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Security (but only if there is no material cost or expense associated with transferring such Security to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (8) any Taxes imposed on a payment in respect of the Code (Securities required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of 17 December 2014 altering the debtor-based Swiss federal withholding tax system to a paying-agent system where a Person other than the Issuer has to withhold tax on any interest payments or any amended or successor version described above)securing of interest payments; or (9) any combination of the above. Such Additional Amounts shall also not be payable (x) if the payment could have been made without such deduction or withholding if the relevant Security had been presented for payment (where presentation is required) within 30 days after the relevant payment was first made available for payment to the holder or (y) to the extent where, had the beneficial owner of the relevant Security been the Holder of such Security, such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above inclusive above. The Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant taxing authority of the Relevant Taxing Jurisdiction in accordance with applicable law. Upon request, the Payor shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any combination thereof). (b) Taxes so deducted or withheld from each relevant taxing authority of each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to the Trustee. If, notwithstanding the efforts of such Payor to obtain such receipts, the same are not obtainable, such Payor shall provide the Trustee with other reasonable evidence of payment. Such receipts or other evidence received by the Trustee shall be made available by the Trustee to Holders on request. If the Issuer or any Guarantor, as the case may be, becomes aware that it will Payor shall be obligated to pay Additional Amounts under or with respect to any payment under or with respect to made on the Notes Securities or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless such payment, the obligation Payor shall deliver to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) and the paying agent an Officer’s Certificate stating the fact that Additional Amounts will shall be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any payable and such other information reasonably necessary to enable the Paying Agents paying agent to pay Additional Amounts to Holders on the relevant payment date. The Issuer or date (unless such obligation to pay Additional Amounts arises less than 45 days prior to the relevant Guarantor will provide payment date, in which case the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee Payor shall be entitled to rely absolutely on an deliver such Officer’s Certificate and such other information as conclusive proof that such payments are necessary. (c) The Issuer promptly as practicable thereafter). Wherever in this Indenture, the Securities or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note Guarantee there is mentioned, in any context, : (1) the payment of amounts based upon the principal amount principal; (2) redemption prices or purchase prices in connection with a redemption or purchase of the Notes or of principal, interest or of Securities; (3) interest; or (4) any other amount payable under, on or with respect to, to any of the Notes Securities or any Note Guarantee, ; such mention reference shall be deemed to include mention of the payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. . The Payor shall pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes that arise in any Relevant Taxing Jurisdiction from the execution, delivery, issuance, initial resale, registration or enforcement of any Securities, Guarantee, Indenture or any other document or instrument in relation thereto (e) other than a transfer of the Securities occurring after the initial resale). The preceding foregoing obligations will shall survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, this Indenture and will apply, shall apply mutatis mutandis, mutandis to any jurisdiction in which any successor Person to the Issuer (a Payor is organized or any Guarantor) is incorporated, otherwise considered to be engaged in business, organized business or resident for tax Tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of principal and interest in respect of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of of, and without deduction or withholding or deduction for, for or on account of, of any present or future Taxes unless the withholding taxes, duties, assessments or deduction other governmental charges of such Taxes is then required whatsoever nature imposed, levied, collected, withheld or assessed by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes 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 of Notes 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 or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicabletherein, shall pay not be less than the amount provided in the Note to be then due and payable (such additional amounts (amounts, the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes after such withholding or deduction shall equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction); provided, however, that no the Company shall not be required to make any payment of Additional Amounts shall be payable with respect tofor or on account of: (1i) any Taxestax, to the extent such Taxes assessment or other governmental charge that would not have been imposed but for (A) the holder 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 Notes 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, partner beneficiary of, member or shareholder of, or possessor of a power over, the relevant holderHolder or beneficial owner, if the relevant holder that Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company partnership or corporation) , being or having been a citizen passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or resident a personal holding company with respect to the United States or national 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 incorporatedpossessor of power over, engaged in the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a trade beneficial owner holds Notes to comply with certification, information, documentation or business inother reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder of the Notes (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, 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 physically present (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 having (B) a permanent establishment in, controlled foreign corporation that is related to the relevant Tax Jurisdiction Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or having or having had any other present or former connection with (C) a bank receiving interest described in Section 881(c)(3)(A) of the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note GuaranteeInternal Revenue Code; (2viii) any Taxes, withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC relating to the extent taxation of savings, or any law implementing or complying with, or introduced in order to conform to, such Taxes were imposed as a result of the presentation of a Note for payment Directive (where presentation or any successor version that is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day periodsubstantively comparable); (3ix) any estatetax, inheritance, gift, sale, transfer, personal property assessment or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes governmental charge that would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notesa change in law, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposedregulation, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdictionor judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentationwhichever occurs later; (6x) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section taxes payable under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described aboveof such Sections), any current or future regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (9xi) any combination of clauses items (1i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) through and (8) x) above. In addition ; nor shall any Additional Amounts be paid to any Holder that is not the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any sole beneficial owner of the Notes, or a portion of the Indenture, any Note Guarantee or any other document referred to thereinNotes, or the receipt of any payments with respect theretothat is a fiduciary, partnership or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable limited liability company to the receipt of any payments, to any such Taxes imposed in extent that a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or beneficial owner with respect to the Notes Holder, a beneficiary or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or settlor with respect to the Notes (fiduciary or any Note Guarantee) by a member of that partnership, limited liability company or on behalf a beneficial owner thereof would not have been entitled to the payment of such Person andthose Additional Amounts had that beneficiary, in each casesettlor, any political subdivision thereof member or thereinbeneficial owner received directly its beneficial or distributive share of the payment.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor deduction or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1i) any jurisdiction (other than the United States) in which the Issuer or any Guarantor (including any successor entity) is then incorporated or was incorporatedorganized, engaged in business, organized business or resident for tax purposes purposes, or any political subdivision thereof or therein therein, or (2ii) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2)each, a “Tax Jurisdiction”) in respect of will at any time be required to be made from any payments made by or on behalf of the Issuer or any Guarantor under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes after such withholding or deduction shall (including any such withholding or deduction from such Additional Amounts) will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall will be payable with respect to: (1i) any Taxes, to the extent such Taxes that would not have been imposed but for the holder or the beneficial owner Holder of the Notes having a past or present connection to the relevant Tax Jurisdiction (other than connections resulting from the mere acquisition or a fiduciary, settlor, beneficiary, partner of, member holding of any Note or shareholder the enforcement of, or possessor receipt of a power overpayment under or in respect of, the relevant holderany Note or any Note Guarantee), if the relevant holder is an estateincluding, trustwithout limitation, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present incorporated in or having carrying on a permanent establishment business in, the relevant Tax Jurisdiction in which such Taxes are imposed; (ii) any Taxes that are imposed or having withheld as a result of the failure of the Holder of the Notes to comply with any reasonable written request, made to such Holder in writing at a time that would enable the Holder acting reasonably to comply with such request and, in any event, at least 90 days before any withholding or having had deduction of such Taxes would be payable, by the Issuer to satisfy any certification, information or other present reporting requirement, which is required or former connection with imposed by a statute, treaty, regulation or administrative practice of the relevant Tax Jurisdiction as a precondition to any exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction, other than any connection arising solely from the acquisitionbut in each case, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, only to the extent such Holder is legally entitled to satisfy such requirements; (iii) any Taxes were imposed or withheld as a result of the presentation of a any Note for payment (where Notes are in the form of Definitive Registered Notes and presentation is required) more than 30 60 days after the relevant payment is first made available for payment to the holder Holder (except to the extent that the holder Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 60 day period); (3iv) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4v) any Taxes withheld or deducted from a payment to an individual as required pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meetings of November 26, 2000 and November 27, 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such Directive; (vi) any Taxes imposed or withheld as a result of the presentation of any Note for payment by or on behalf of a Holder of Notes 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; (vii) any Taxes payable other than by deduction or withholding from payments under, under or with respect to, to the Notes Note or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9viii) any combination of clauses items (1) through (8) 7) above. . (b) In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder Holders (and Trustee, as applicable) for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxesTaxes, charges or similar levies (including penaltiesor Taxes, interest and additions to tax related thereto) which are levied by any jurisdiction Tax Jurisdiction on the execution, delivery, issuance, registration or registration enforcement of any of the Notes, the this Indenture, any Note Guarantee or any other document or instrument referred to therein, or the consummation of the transactions contemplated thereby or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (bc) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, Guarantor will deliver to the Trustee on a date that is at least 30 45 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th 45th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. Unless and until a Responsible Officer of the Trustee receives such an Officer’s Certificate, the Trustee may assume without inquiry that no Additional Amounts are payable. (d) The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, Guarantor will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts provide to obtain Tax the Trustee an official receipt or, if official receipts from each Tax authority are not obtainable, other documentation reasonably satisfactory to the Trustee evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish attach to each certified copy or other document a certificate stating the Trustee (or to a Holder upon amount of such Taxes paid per $1,000 principal amount of the Notes then outstanding. Upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax those receipts evidencing payment by the Issuer or a Guarantorother documentation, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory will be made available by the Trustee to the Trustee) by such entityHolders of the Notes. (de) Whenever in the this Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (ef) The preceding obligations set forth in this Section 4.17 will survive any termination, defeasance or discharge of the Indenture, this Indenture and any transfer by a holder Holder or beneficial owner of its Notes, and . (g) The obligations set forth in this Section 4.17 will also apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) Guarantor is incorporatedincorporated or organized, engaged in business, organized business for tax purposes or otherwise resident for tax purposes, or purposes and any jurisdiction from or through which any payment is made under or with respect to the Notes (or any Note Guarantee) is made by or on behalf of such Person andPerson, in each case, including any department or political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any the Note Guarantee Guarantees shall be made free and clear of of, and without withholding or deduction for, for or on account of, any present or future Taxes unless the withholding tax, duty, levy, impost, assessment or deduction of such Taxes is then required by law. If the Issuerother governmental charge (including related penalties, any Guarantor or any interest and other applicable withholding agent is required by law to withhold or deduct any amount forliabilities) (hereinafter, or on account of, any Taxes "Taxes") imposed or levied by or on behalf of (1) any jurisdiction the government of the United Kingdom, (other than 2) the United States, (3) any other jurisdiction in which the Issuer or any Note Guarantor is or was incorporated, engaged in business, organized or is otherwise resident for tax purposes or any political subdivision thereof or therein or purposes, (24) any jurisdiction from or through which any payment is made by and (5) any political subdivision or on behalf 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. (including, without limitation, b) If the jurisdiction 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 Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments payment made under or with respect to the Notes or any the Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premiumGuarantees, the Issuer or the relevant Guarantor, as applicable, applicable Note Guarantor shall pay such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the net amounts amount received by the Holders and retained in respect of such payments by each beneficial owner of Notes owners (including Additional Amounts) after such withholding or deduction shall equal will not be less than the respective amounts that amount the Holders and beneficial owners would have received if such Taxes had not been received and retained in respect of such payments in the absence of such withholding withheld or deductiondeducted; provided, however, that no the foregoing obligation to pay Additional Amounts shall be payable with respect does not apply to: (1) any Taxes, to the extent such Taxes that would not have been so imposed but for the holder existence of any present or former connection between the relevant Holder or beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holderHolder or beneficial owner, if the relevant holder Holder or beneficial owner is an estate, nominee, trust, nominee, partnership, limited liability company partnership or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, and the relevant Tax Relevant Taxing Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, (other than any connection arising solely from the acquisition, mere receipt of such payment or the ownership or disposition holding of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee); (2) any Taxesestate, to 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 premium or interest on, the extent such Notes; (4) any Taxes were that are imposed as a result or withheld by reason of the presentation failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence, identity or present or former connection with a Relevant Taxing Jurisdiction of the Holder or such beneficial owner 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 statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax; (5) any withholding 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, 2000 on the taxation of savings income or 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 so imposed, withheld or deducted if the beneficiary of the payment had presented the Note for payment (where presentation is required) more than within 30 days after the relevant date on which such payment or such Note became due and payable or the date on which payment thereof is first made available for payment to the holder duly provided for, whichever is later (except to the extent that the holder such beneficiary would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 the 30-day period); (3) 8) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on under or with respect to a Note to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder Holder who is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment payment, to the extent that a beneficiary or settlor with respect to such Taxes fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been imposed on such payments entitled to the Additional Amounts had such holder beneficiary, settlor, member or beneficial owner been the sole beneficial owner actual Holder of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination withholding or deduction that is imposed on a Note presented for payments by or on behalf of clauses (1) through (8) above. In addition a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions relevant Note to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed another Paying Agent in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof)Member State. (bc) If the Issuer or any Guarantor, as the case may be, becomes aware that it Note Guarantor will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any the relevant Note Guarantee, as applicable, the Issuer or the relevant such Note Guarantor, as the case may beapplicable, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor Note Guarantor, as applicable, shall notify the Trustee promptly thereafterthereafter 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 's Certificate. In either circumstance, the Officer's Certificate stating the fact must state that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s 's Certificate must also set forth any other information reasonably necessary to enable the Paying Agents Agent to pay Additional Amounts to Holders and beneficial owners on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (cd) The Issuer or the relevant Guarantor, if it is the applicable any Note Guarantor will (i) make such withholding agent, will make all withholdings or deduction and deductions (within the time periodii) required by law and will remit the full amount deducted or withheld to the relevant Tax authority Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer will provide the Trustee with official receipts or other documentation satisfactory to the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority Trustee evidencing the payment of any the Taxes so deducted or withheldwith 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 the relevant Guarantor will furnish with respect to the Trustee Notes or any Note Guarantee and (or to a Holder upon request), within 60 days after y) the date the payment amount of any such withholding Taxes so deducted or withheld is made, certified copies paid per $1,000 of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entityNotes. (de) Whenever in the this Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest purchase prices in connection with a purchase of Notes, interest, or of any other amount payable under, on or with respect to, to any of the Notes or any Note Guarantee, such mention that reference shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (ef) 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 obligations provisions of this Section 2.13 will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, this Indenture and will apply, shall apply mutatis mutandis, mutandis to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by Guarantor is organized or on behalf of such Person and, in each case, any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made The Issuer hereby agrees that any amounts to be paid by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or hereunder with respect to the Notes or any Note Guarantee shall be made free paid without deduction or withholding for any and clear of all present and without future withholding or deduction fortaxes, or on account oflevies, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposts and charges whatsoever imposed or levied by or on behalf for the account of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes Cayman Islands or any political subdivision or taxing authority thereof or therein therein, or (2) any jurisdiction from if deduction or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction withholding of any Paying Agent) such taxes, levies, imposts or charges shall at any political time be required by the Cayman Islands or anysuch subdivision or authority thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premiumtherein, the Issuer or will (subject to compliance by the Holder of such Note with any relevant Guarantor, as applicable, shall administrative requirements) pay such additional amounts (the “"Additional Amounts”") in respect of principal amount, premium (if any), Redemption Price, and interest (if any), in accordance with the terms of the Notes and this Indenture, as may be necessary in order that the net amounts received and retained in respect of paid to such payments by each beneficial owner of Notes Holder or the Trustee, as the case may be, after such withholding deduction or deduction withholding, shall equal the respective amounts that would have been received of principal amount, premium (if any), Redemption Price, and retained interest (if any), in respect accordance with the terms of the Notes and this Indenture, as specified in such payments in the absence of Notes to which such withholding or deductionHolder is entitled; provided, however, that no Additional Amounts the foregoing shall be payable with respect not apply to: (1i) any Taxessuch tax, to levy, impost or charge which would not be payable or due but for the extent fact that (A) the Holder of such Taxes Note (or a fiduciary, settlor, beneficiary of, member or shareholder of, such Holder, if such Holder is an estate, trust, partnership or corporation) is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Cayman Islands or such political subdivision or otherwise having some present or former connection with the Cayman Islands other than the holding or ownership of such Note or the collection of principal amount, premium (if any), Redemption Price, and interest (if any), in accordance with the terms of the Notes and this Indenture, or the enforcement of such Note or (B) where presentation is required, such Note was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (iii) any tax, levy, impost or charge which is payable otherwise than by withholding from payment of principal amount, premium (if any), Redemption Price, and interest (if any); (iv) any tax, levy, impost or charge which would not have been imposed but for the holder failure to comply with certification, information, documentation or other reporting requirements concerning the beneficial owner of the Notes (nationality, residence, identity or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection connections with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result tax authority of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder Holder or beneficial owner of the Notessuch Note, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any if such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether compliance is required by statute, treaty, statute or by regulation or administrative practice of a Tax Jurisdiction, as a precondition to relief or exemption fromfrom such tax, levy, impost or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentationcharge; (6v) any Taxes imposed in connection with a Note presented for payment combination of (where presentation is permitted or required for paymenti) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; through (7) iv); nor shall any Taxes imposed on or with respect Additional Amounts be paid to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment Note to the extent that extentthat a beneficiary or settlor with respect to such Taxes fiduciary, or a member or such partnership or a beneficial owner thereof would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant entitled to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent thathad such beneficiary, in such contextsettlor, Additional Amounts are, were or would be payable in respect thereof. (e) The preceding obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder member or beneficial owner been the Holder of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or thereinNote."

Additional Amounts. (a) All payments made in respect of the Notes or any Guarantee by or on behalf of the Issuer Issuer, any Guarantor, or any of the Guarantors successor thereto (includingeach, in each case, any successor entitya “Payor”) under or with respect to the Notes or any Note Guarantee shall be made free and clear of of, and without withholding or deduction for, or on account of, any present or future Taxes taxes, levies, duties, imposts, assessments or other governmental charges, including any interest, additions to tax and penalties related thereto (collectively, “Taxes”), unless the such withholding or deduction of such Taxes is then required by applicable law. If the Issuerany Payor, any Guarantor or any other applicable withholding agent agent, is required by law to withhold or deduct any amount for, in respect of any payment made in respect of the Notes or on account of, any Taxes Guarantee with respect to any Tax imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer any Payor is, at any time, organized, resident or any Guarantor is or was incorporated, engaged in business, organized or resident doing business for tax purposes purposes, or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by Payor or any paying agent (on behalf of any Payor) makes any payments on the Issuer Notes or any Guarantor (includingGuarantee, without limitationor, the jurisdiction of in each case, any Paying Agent) governmental authority or any political subdivision thereof or therein having the power to tax (each of (1) and (2)each, a “Relevant Tax Jurisdiction”) in respect of any payments under or with respect ), the Payor will, subject to the Notes or any Note Guaranteeexceptions and limitations set forth below, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be are necessary in order so that the net amounts payment received and retained in respect of such payments by each beneficial owner of Notes after such withholding or deduction shall equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the a beneficial owner of the Notes (including any Additional Amounts), after withholding or deduction for any Taxes of any Relevant Tax Jurisdiction (including in respect of any Additional Amounts) will equal the amount such beneficial owner would have received in respect of such payment had no such withholding or deduction been required. A Payor’s obligation to pay Additional Amounts shall not apply: (a) to any Taxes that are imposed by reason of the holder (or the beneficial owner for whose benefit such holder holds such Note), or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, holder if the relevant holder is an estate, trust, nominee, partnership, limited liability company partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (i) being or having been engaged in a trade or business in the Relevant Tax Jurisdiction or having or having had a permanent establishment in the Relevant Tax Jurisdiction; or (ii) having any other current or former connection with the Relevant Tax Jurisdiction (other than a connection arising solely as a result of the acquisition, ownership or disposition of the Notes or a beneficial interest therein, the receipt of any payment in respect of a Note or any Guarantee or the enforcement of any rights hereunder or thereunder), including being or having been a citizen or resident of the Relevant Tax Jurisdiction; (b) to any Taxes that are imposed or national withheld because the holder or beneficial owner failed to accurately comply with a request from a Payor to meet certification, identification or information or other reporting requirements concerning the nationality, residence or identity of the holder or beneficial owner of the Notes or otherwise establish any available exemption from or reduction in the rate of deduction or withholding of, such Taxes (if such holder or incorporatedbeneficial owner is legally eligible to satisfy such requirements, engaged exemptions or reductions), in each case, if compliance with such action is required as a trade precondition to exemption from, or business reduction in, being or having been physically present in or having such Tax by a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Relevant Tax Jurisdiction, ; (c) to any Taxes that are imposed other than any connection arising solely from the acquisition, ownership by withholding or disposition of Notes, the exercise deduction by a Payor or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments other applicable withholding agent in respect of such Note a payment with respect to the Notes or a Note any Guarantee; (2d) to any estate, inheritance, gift, sales, transfer, wealth or similar Taxes, ; (e) to the extent such any Taxes were that are imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment amount is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 30-day period); (3f) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes[reserved]; (4g) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are Tax imposed pursuant to current Section Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder, any or official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(11471(b) of the Code (or any amended or successor version described above), or any intergovernmental agreements, treaties, conventions or similar agreements (and any related laws, regulations or administrative guidance) implementing the foregoing; (h) to any Taxes that are imposed on or with respect to any payment by or on behalf of the Issuer or any Guarantor to the holder if such holder is a fiduciary, partnership, limited liability company or person other than the sole beneficial owner of such payment to the extent that, had the sole beneficial owner of such Note been the holder and had such Taxes been imposed on the sole beneficial owner, no Additional Amounts in respect of such Taxes would have been payable as a result of clauses (a)-(g) or (i) of this Section 4.19; or (9i) to any combination of the above items (the foregoing Taxes described in clauses (1) through (8) abovea)-(i), “Excluded Taxes”). In addition At least 30 calendar days prior to each date on which any payment under or with respect to the foregoingNotes or any Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th day prior to the date on which such payment is due and payable, in which case it will be promptly thereafter), the Payor will deliver to the Trustee an officers’ certificate of the Issuer stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee (or the applicable paying agent) to pay such Additional Amounts to holders on the payment date. The applicable Payor, if it is the applicable withholding agent, will make any required withholding or deduction and remit the full amount deducted or withheld to the Relevant Tax Jurisdiction in accordance with applicable law. The Issuer will provide the Trustees (and, upon request, any holders or beneficial owners of the Notes) with official receipts or other documentation evidencing the payment of the Taxes with respect to which Additional Amounts are paid. The Issuer and the Guarantors will also pay and indemnify the each holder of Notes for any present or future stamp, court, issue, registration, value added, transfer, court registration or documentary Taxes, Taxes or any other excise or excise, property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which Taxes that are levied by any jurisdiction on Relevant Tax Jurisdiction from the execution, delivery, issuance, enforcement or registration of any the Notes (other than in respect of a transfer of a Note, to someone other than the Issuer or its Affiliates, that occurs after the sale of such Note to an investor pursuant to the offering of the Notes), the IndentureGuarantees, any Note Guarantee this Indenture or any other document referred to thereinor instrument in relation thereof, or the receipt of any payments with respect thereto, or enforcement of, any of to the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any paymentspayments with respect thereto, to any such Taxes imposed in levied by a Relevant Tax Jurisdiction that are not excluded under clauses (1a), (b) and (d) through (3h) or (5) through (9) above or any combination thereof). (b) If the Issuer or . Whenever in this Indenture there is mentioned in any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing context: the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer principal, redemption prices or the relevant Guarantorpurchase prices in connection with a redemption or purchase of Notes, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may beinterest, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, to any of the Notes or any Note Guarantee, such mention reference shall be deemed to include mention of the payment of Additional Amounts as described under this Section 4.19 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (e) . The preceding obligations described under this Section 4.19 will survive any termination, defeasance or discharge of the this Indenture, and any transfer by a holder or beneficial owner of its Notes, Notes and will applyapply mutatis mutandis to any successor Person, mutatis mutandis, to any Payor and to any jurisdiction in which any such successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or is otherwise resident or doing business for tax purposes, purposes or any jurisdiction from or through which payment is made under by such successor or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or thereinits respective agents.

Additional Amounts. (a) All payments made by or on behalf Unless otherwise specified in any Board Resolution of the Issuer or the Guarantor establishing the terms of Securities of a series or the Guarantees relating thereto in accordance with Section 301, if any of the Guarantors (including, in each case, any successor entity) under deduction or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, for any present or future Taxes unless taxes, assessments or other governmental charges of the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor jurisdiction (or any other applicable withholding agent is required by law to withhold political subdivision or deduct any amount for, taxing authority thereof or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United Statestherein) in which the Issuer or any the Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes shall at any time be required by such jurisdiction (or any such political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”taxing authority) in respect of any payments amounts to be paid by the Issuer of principal of or interest on a Security of any series, or by the Guarantor under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premiumGuarantees, the Issuer or the relevant Guarantor, as applicablethe case may be, shall will pay to the Holder of a Security of such series such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect paid to such Holder of such payments by each beneficial owner of Notes Security who, with respect to any such tax, assessment or other governmental charge, is not resident in such jurisdiction, after such withholding deduction or deduction withholding, shall equal be not less than the respective amounts that would have been received and retained specified in respect of such payments in the absence of Security to which such withholding or deductionHolder is entitled; provided, however, that no Additional Amounts the Issuer or the Guarantor, as the case may be, shall not be payable with respect to: required to make any payment of additional amounts (1i) for or on account of any such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (ii) for or on account of: (a) any Taxestax, to the extent such Taxes assessment or other governmental charge which would not have been imposed but for (i) the holder existence of any present or the beneficial owner of the Notes former connection between such Holder (or between a fiduciary, settlorsettler, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holdersuch Holder, if the relevant holder such Holder is an estate, trust, nominee, partnership, limited liability company partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settler, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or national of, or incorporated, engaged in a trade or business in, being or having been physically present or engaged in trade or having a permanent establishment in, the relevant Tax Jurisdiction business therein or having or having had any other present a permanent establishment therein or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment Security of such series (where presentation is required) for payment on a date more than 30 days after the relevant date on which such payment became due and payable or the date on which payment thereof is first made available for payment to the holder duly provided for, whichever occurs later; (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3b) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; tax, assessment or other governmental charge; (4c) any Taxes tax, assessment or other governmental charge which is payable other otherwise than by deduction or withholding from payments underof (or in respect of) principal of, or with respect toany interest on, the Notes or any Note Guarantee; Securities of such series; (5d) any Taxes to the extent such Taxes would not have been tax, assessment or other governmental charge that is imposed or withheld but for by reason of the failure of to comply by the holder Holder or the beneficial owner of the Notes, following Security of such series with a request of the Issuer’s reasonable written request Issuer or the Guarantor addressed to the holder at least 60 days before Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any such withholding declaration or deduction would be imposed, to comply with other similar claim or satisfy any certification, identification, information or other reporting requirements, whether which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of a Tax Jurisdiction, the taxing jurisdiction as a precondition to exemption fromfrom all or part of such tax, assessment or reduction in the rate other governmental charge; or (e) any combination of deduction or withholding of, Taxes imposed by the Tax Jurisdiction items (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdictiona), but in each case(b), only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6c) any Taxes imposed in connection with a Note presented for payment and (where presentation is permitted or required for paymentd) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; above; nor shall additional amounts be paid (7i) any Taxes imposed on or with respect to any payment by of the Issuer principal of, or any interest on, any Security of the Guarantors such series to the holder of the Notes if such holder any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settler with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been imposed on entitled to such payments additional amounts had such holder it been the sole beneficial owner Holder of such Note; Security or (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 ii) if the payment is in respect of a definitive Registered Security issued at the request of a holder of a Book-Entry Security following an Event of Default and at the time the payment is made definitive Registered Securities have not been issued in exchange for the entire principal amounts of the Internal Revenue Code Securities. (Sections 205, 803 and 1004). The foregoing provisions shall apply mutandis mutandis to any withholding or deduction for or on account of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, assessments or governmental charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by of whatever nature of any jurisdiction on the execution, delivery, issuance, or registration of in which any of the Notes, the Indenture, any Note Guarantee or any other document referred successor Person to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any the Guarantor, as the case may be, becomes aware is organized, or any political subdivision or taxing authority thereof or therein; provided, however, that it will such payment of additional amounts may be obligated subject to pay Additional Amounts with respect to any payment under or with respect such further exceptions as may be established in the terms of such Securities established as contemplated by Section 301. Subject to the Notes or any Note Guaranteeforegoing provisions, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, whenever in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will make all withholdings and deductions (within the time period) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the this Indenture or this Note there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principalany premium or interest on, interest or in respect of, any Security of any other amount payable under, series or with respect to, payment of any related coupon or the net proceeds received on the sale or exchange of the Notes or any Note GuaranteeSecurity of any series, such mention shall be deemed to include mention of the payment of Additional Amounts additional amounts provided for in this Section to the extent that, in such context, Additional Amounts additional amounts are, were or would be payable in respect thereof. (e) The preceding obligations will survive any termination, defeasance or discharge thereof pursuant to the provisions of this Section and express mention of the Indenturepayment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the terms of the Securities of a series established as contemplated by Section 301 do not specify that additional amounts pursuant to the Section will not be payable by the Issuer or the Guarantor, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any transfer by a holder or beneficial owner of its Notespremium is made), and will apply, mutatis mutandis, at least 10 days prior to each date of payment of principal and any jurisdiction in which premium or interest if there has been any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or change with respect to the Notes (matters set forth in the below-mentioned Officers' Certificate, the Issuer will furnish the Trustee and the Issuer's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any Note Guarantee) by related coupons without withholding for or on behalf account of any tax, assessment or other governmental charge described in the Securities of that series. If any such Person andwithholding shall be required, in then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Issuer or the Guarantor, as the case may be, will pay to the Trustee or such Paying Agent or Paying Agents the additional amounts required by this Section. Each of the Issuer and the Guarantor covenant to indemnify each caseof the Trustee and any Paying Agent for, and to hold each of them harmless against, any political subdivision thereof loss, liability or thereinexpense arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Notes or any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, any Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes Holder after such withholding or deduction shall will equal the respective amounts that would have been received and retained by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1i) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holderHolder or beneficial owner, if the relevant holder Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, the this Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder Holder (except to the extent that the holder Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3iii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4iv) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5v) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder Holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder Holder at least 60 30 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder Holder or beneficial owner is legally eligible to provide such certification or documentation; (6vi) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7vii) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder Holder of the Notes if such holder Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder Holder been the sole beneficial owner of such Note; (8) viii) any Taxes imposed by the United States, any state thereof or the District of Columbia, or any subdivision thereof or territory thereof, including any U.S. federal withholding taxes and any Taxes that are imposed pursuant to current Section Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (9ix) any combination of clauses (1‎‎(i) through (8) ‎‎(viii) above. In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction relevant Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any paymentspayments or that are imposed on or result from a sale or other transfer or disposition of a Note by a Holder or a beneficial owner, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1‎‎(i) through (3‎‎(iii) or (5‎‎(v) through (9‎‎(ix) above or any combination thereof), save in each case for any such taxes, charges or levies which arise or are increased as a result of any document effecting the registration, issue or delivery of any of the notes either being signed or executed in the United Kingdom or being brought into the United Kingdom. (b) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the relevant Guarantor, if it is the applicable withholding agent, will shall make all withholdings and deductions (within the time period) required by law and will shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will shall use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will shall furnish to the Trustee (or to a Holder of the Notes upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the this Indenture or this Note the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note 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. (e) The preceding obligations will This ‎‎Section 4.12 shall survive any termination, defeasance or discharge of the this Indenture, any transfer by a holder Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.