Common use of Additional Amounts Clause in Contracts

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, such Payor, subject to the exceptions set forth in Section 2.5(b), will pay such additional amounts (“Additional Amounts”) as may be necessary such that the net amount received in respect of such payment by each Holder or Beneficial Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (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 Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicable.

Additional Amounts. (a) All payments made by or on behalf If the Funding Note Certificate provide for the payment of Additional Amounts, Global Funding agrees to pay to the Holder of the Issuer Funding Note Additional Amounts as provided in the Funding Note Certificate. Whenever in the Funding Note Indenture there is mentioned, in any context, the payment of the principal of, or any Guarantor (each a “Payor”) under interest or with premium on, or in respect of, the Funding Note or the net proceeds received on the sale or exchange of the Funding Note, such reference shall be deemed to include reference to the Notes payment of Additional Amounts provided by the terms established by the Funding Note Indenture or pursuant to the Funding Note Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express reference to the payment of Additional Amounts in any provision of the Funding Note Guarantee Indenture shall not be construed as excluding Additional Amounts in those provisions hereof where such express reference is not made. If the Funding Note Certificate provides for the payment of Additional Amounts, the Funding Note Certificate will provide that Global Funding will pay, or cause to be made free and clear paid, Additional Amounts to a Holder of and without the Funding Note to compensate for any withholding or deduction for or on account of Taxes any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied on payments on the Funding Note by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, such Payor, subject to the exceptions set forth in Section 2.5(b), will pay such additional amounts (“Additional Amounts”) as may be necessary such that the net amount received in respect of such payment by each Holder or Beneficial Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) governmental authority in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable United States having the power to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (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 Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii)tax, so that the net amount received by the Holder of the Funding Note, after giving effect to such Holder withholding or Beneficial Holder after such reimbursement deduction, whether or not currently payable, will not be less than equal the net amount such Holder or Beneficial Holder that would have been received if under the Taxes giving rise to the reimbursement described in clauses Funding Note were no such deduction or withholding required; provided that no such Additional Amounts shall be required for or on account of: (ia) and/or (ii) had not been imposed; providedany tax, howeverduty, that the indemnification levy, assessment or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for other governmental charge imposed which the applicable Holder or Beneficial Holder would not have been eligible to receive payment imposed but for a Holder or beneficial owner of Additional Amounts hereunder by virtue of clauses the Funding Note, (i) through having any present or former connection with the United States, including, without limitation, being or having been a citizen or resident thereof, or having been present, having been incorporated in, having engaged in a trade or business or having (viior having had) a permanent establishment or principal office therein, (ii) being a controlled foreign corporation within the meaning of Section 957(a) of the Code related within the meaning of Section 2.5(b864(d)(4) of the Code, to the Funding Agreement Provider, (iii) being a bank for United States Federal income tax purposes whose receipt of interest on the Funding Note is described in Section 881(c)(3)(A) of the Code, (iv) being an actual or constructive owner of 10 percent or more of the total combined voting power of all classes of stock of the Funding Agreement Provider entitled to vote within the meaning of Section 871(h)(3) of the Code and Treasury Regulations promulgated thereunder or (v) being subject to backup withholding as of the date of the purchase by the Holder of the Funding Note; (b) any tax, duty, levy, assessment or other governmental charge which would not have been imposed but for the presentation of any Funding Note (where presentation is required) for payment on a date more than 30 days after the date on which such payment becomes due and payable or the date on which payment is duly provided for, whichever occurs later; (c) any tax, duty, levy, assessment or other governmental charge which is imposed or withheld solely by reason of the failure of the beneficial owner or a Holder of the Funding Note to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the beneficial owner or a Holder of the Funding Note, if compliance is required by statute, by regulation of the Payor had been required United States Treasury Department, judicial or administrative interpretation, other law or by an applicable income tax treaty to withhold which the United States is a party as a condition to exemption from such payments tax, duty, levy, assessment or to the extent such Holder other governmental charge; (d) any inheritance, gift, estate, personal property, sales, transfer or Beneficial Holder received Additional Amounts with respect to such payments.similar tax, duty, levy, assessment, or similar governmental charge; (e) In additionany tax, the Payor will pay any stampduty, issuelevy, registration, court, documentation, excise assessment or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed governmental charge that is payable otherwise than by any Relevant Taxing Jurisdiction at any time withholding from payments in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument.Funding Note; (f) The obligations any tax, duty, levy, assessment or other governmental charge imposed by reason of payments on the Funding Note being treated as contingent interest described under this in Section 2.5 will survive any termination, defeasance or discharge 871(h)(4) of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business the Code for United States Federal income tax purposes provided that such treatment was described in the Pricing Supplement; (g) any tax, duty, levy, assessment or any jurisdiction from or through which payment is made other governmental charge that would not have been imposed but for an election by such successor or its respective agents. Whenever this Indenture refers to, in any contextthe Holder of the Funding Note, the effect of which is to make payment in respect of principalthe Funding Note subject to United States Federal income tax or withholding tax provisions; or (h) any combination of items (a), Premium (if anyb), (c), (d), (e), (f) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicable(g) above.

Additional Amounts. (a) All payments to be made by the Company under this Agreement, or on behalf as a result of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note Guarantee will entering into this Agreement, shall be made free and clear of and without withholding or deduction for or on account of Taxes any present or future taxes, levies, assessments, imposts, duties or charges whatsoever unless the Company is required by law to withhold or deduct such taxes, levies, assessments, imposts, duties or charges. If the compensation (including the Initial Purchasers’ commissions) is or any other amounts to be received by the Initial Purchasers under this Agreement (including, without limitation, indemnification and contribution payments and reimbursable expenses), or as a result of entering into this Agreement, are subject to any present or future taxes, levies, assessments, deductions, withholdings, imposts, duties or charges of any nature, including interest, penalties and additions thereto, imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, such Payor, subject to the exceptions set forth in Section 2.5(b), will pay such additional amounts (“Additional Amounts”) as may be necessary such that the net amount received in respect of such payment by each Holder or Beneficial Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (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 Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to(other than, in the case of any contextInitial Purchaser, any income or other tax due solely as a result of such Initial Purchaser’s connection with or establishment in such jurisdiction, other than solely from such Initial Purchaser having executed, delivered or performed its obligations, received any amounts, or enforced its rights under this Agreement) (“Taxes”), then the Company will pay to the Initial Purchasers an additional amount so that the Initial Purchasers retain, after taking into consideration all such Taxes, an amount equal to the amounts owed to them as compensation or otherwise under this Agreement as if such amounts had not been subject to Taxes. If any Taxes are collected by deduction or withholding, the Company will provide to the Initial Purchasers copies of documentation evidencing the transmittal to the proper authorities of the amount of Taxes deducted or withheld within 15 days after payment of principalsuch Taxes. The Company further agrees to indemnify and hold harmless the Initial Purchasers against any documentary, Premium (if any) stamp, sales, transaction or similar issue tax, including any interest and interest or any other amount payable under or with respect to any Notepenalties, such reference shall include on the payment creation, issue and sale of Additional Amounts or indemnification payments as described in this Section 2.5the Securities, if applicableand on the execution, delivery, performance and enforcement of the Transaction Documents.

Additional Amounts. Section 1004 of the Base Indenture is hereby amended and restated in its entirety, subject to Section 301 hereof and, with respect to the Notes only, reads as follows: (a) All payments made by or on behalf of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note the Guarantee will shall be made free and clear of of, and without withholding or deduction for or on account of Taxes of, any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) (“Taxes”) imposed or levied by or on behalf of any jurisdiction unless the withholding or deduction of such Taxes is required by law or by the interpretation or administration of law. In the event that such withholding or deduction is required, for, or on account of, Taxes imposed or levied on behalf of any jurisdiction in which such Payor the Issuer or the Guarantor is organizedincorporated, organized or otherwise resident or carrying on business for tax purposes or purposes, any jurisdiction from or through which such Payor (the Issuer or its agents) makes any Guarantor make a payment on the Notes or any Note the Guarantee or any department or political subdivision thereof or governmental authority of or in any of the foregoing having the power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note the Guarantee, such Payor, subject to the exceptions set forth in Section 2.5(b), will Issuer or the Guarantor shall pay such additional amounts (“Additional Amounts”) as may be necessary such to ensure that the net amount received in respect of such payment by each Holder or Beneficial Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will be not be less than the amount the Holder or Beneficial Holder, as the case may be, beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will The Issuer or the Guarantor shall not, however, pay Additional Amounts to a Holder or Beneficial beneficial owner of Notes in respect or on account of: (1) any Taxes that are imposed or levied by a Relevant Taxing Jurisdiction by reason of any present or former connection between the Holder or beneficial owner and the Relevant Taxing Jurisdiction (other than the mere receipt, ownership or holding of Notes or by reason of the receipt of payments thereunder or the exercise or enforcement of rights under any Notes or, the Base Indenture or this First Supplemental Indenture); (2) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes, following the Issuer’s or the Guarantor’s written request addressed to the Holder or beneficial owner or otherwise provided to the Holder or beneficial owner (and made at a time that would enable the Holder or beneficial owner acting reasonably to comply with that request), to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirement, relating to such matters, whether required by statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of withholding or deduction of, Taxes imposed by the Relevant Taxing Jurisdiction; (3) any estate, inheritance, gift, sales, excise, personal property or similar Taxes; (4) any Taxes which are payable otherwise than by withholding or deduction from payments made under or with respect to the Notes; (5) any Taxes that are imposed or levied by reason of the following 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 payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, except to the extent that the 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; (6) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to 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 complying with, or introduced in order to conform to, such directive; or (7) any Taxes that are imposed on or with respect to a Holder Note presented by or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case behalf of a Holder or Beneficial Holder, beneficial owner who would have been able to avoid such withholding Taxes imposed on amounts payable or deduction by presenting the relevant Notes to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi)another paying agent. (c) The Issuer or the Guarantor, as appropriate, shall (i) make such withholding or deduction as is required by applicable law and (ii) remit the full amount withheld or deducted to the Relevant Taxing Authority in accordance with applicable law. (d) At least 30 calendar days (or as reasonably practicable thereafter, but in any case) prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will the Issuer or the Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Payor will Issuer or the Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will shall set forth such other information necessary to enable the Trustee or Paying Agent, as the case may be, to pay such Additional Amounts (subject to receipt of those funds from the Issuer or the Guarantor) to Holders and beneficial owners on the relevant payment date. The Trustee shall, without further investigation, be entitled to rely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuer or the Guarantor shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing payment of Additional Amounts. (de) The PayorsUpon written request, jointly and severallythe Issuer or the Guarantor shall furnish to the Trustee or a Holder, will indemnify and hold harmless within a reasonable time, certified copies of tax receipts evidencing the Holders and Beneficial Holders and, upon written request payment of any Holder Taxes imposed or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction Jurisdiction, in such form as is provided in the normal course by the taxing authority imposing such Taxes and payable by as is reasonably available. If, notwithstanding efforts to obtain such receipts, the same are not obtainable, the Issuer or the Guarantor shall provide the Trustee or Holder or Beneficial Holder in connection with payments made under or with respect other evidence reasonably satisfactory to the Notes held by such Trustee or Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (ef) If the Issuer or the Guarantor conduct business in any jurisdiction (the “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, are required by the law of such Additional Taxing Jurisdiction to withhold or deduct any amount on account of the Taxes imposed by such Additional Taxing Jurisdiction from payment under the Notes or Guarantee, which would not have been required to be so withheld or deducted but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply as if references in such provision to “Taxes” included taxes imposed by way of withholding or deduction by any such Additional Taxing Jurisdiction (or any political subdivision thereof or therein). (g) In addition, the Payor will Issuer or the Guarantor shall pay any all present and future stamp, issue, registration, transfer, court, documentation, or any excise or property taxes or other similar taxes, charges and duties, including any interest, interest and penalties and any similar liabilities with respect thereto, imposed by or in any Relevant Taxing Jurisdiction at any time in respect of the execution, issuanceissue, delivery or registration or delivery of the Notes, any Note Indenture, this First Supplemental Indenture, Guarantee or any other document or instrument referred to thereunder therein and any such taxes, charges charges, duties or duties similar levies imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or jurisdiction as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or or any other such document or instrumentinstrument following the occurrence of any Event of Default with respect to the Notes or the Guarantee. (fh) The obligations described under this Section 2.5 will preceding provisions shall survive any termination, defeasance termination or discharge of the Indenture or this First Supplemental Indenture and will shall apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such any successor person to the Issuer or the Guarantor is organized organized, incorporated or is otherwise resident or doing business for tax purposes and any political subdivision or any jurisdiction from taxing authority or through which payment is made by such successor agency thereof or its respective agents. therein. (i) Whenever the Indenture or this First Supplemental Indenture refers to, in any context, the payment of principal, Premium (premium, if any) and , interest or any other amount payable under or with respect to any NoteNote (including payments thereof made pursuant to the Guarantee), such reference shall include includes the payment of Additional Amounts or indemnification payments as described in this Section 2.5Amounts, if applicable.

Additional Amounts. (a) All payments made by or on behalf of the Issuer, the Co-Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note Guarantee the Guarantees will be made free and clear of of, and without deduction or withholding or deduction for or on account of, any present or future taxes, duties, assessments or other governmental charges of Taxes imposed whatsoever nature imposed, levied, collected, withheld or levied assessed (collectively, “Taxes” by the United States, the Netherlands, any other jurisdiction in which the Issuer, the Co-Issuer or any Guarantor is then incorporated, organized, engaged in business for tax purposes, or resident for tax purposes, any jurisdiction from or through which any such payment is made by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision or taxing authority thereof or therein (each, a “Relevant Taxing Jurisdiction”)), unless such Payor deduction or withholding is required to withhold by law. (b) In the event such deduction or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account withholding of Taxes from any payment made is required with respect to payments under or with respect to the Notes or by law of any Note Guarantee, such PayorRelevant Taxing Jurisdiction (other than the United States), subject to the exceptions set forth in Section 2.5(b)limitations described below, the Payors will pay such additional amounts (“Additional Amounts”) as may be necessary such in order that every net payment received by the net amount received in respect beneficial owner of such payment by each Holder Note of principal of or Beneficial Holder after such withholding interest or deduction any other amount payable on the Notes (including upon redemption), after deduction or withholding for or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) account of such Taxes, will not be less than the amount the Holder or Beneficial Holder, as the case may be, that would have been received if in respect of such Taxes had not been required payments in the absence of such deduction or withholding for or on account of such Taxes. Payment of Additional Amounts shall be made in accordance with the procedures of any applicable securities depositary. However, the Payors’ obligation to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holdershall not apply to: (i) any Taxes that would not have been so imposed on but for: (A) the existence of any present or measured by net income former connection between such Holder or beneficial owner (however denominated)or between a fiduciary, franchise Taxes settlor, beneficiary, member, partner 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 nominee, a trust, a limited liability company, a partnership, a corporation or other entity) and branch profits Taxesthe Relevant Taxing Jurisdiction, in each case including such Holder or beneficial owner (ior such fiduciary, settlor, beneficiary, member, partner or shareholder or other equity owner or person having such a power) imposed being or having been a citizen or resident or treated as a result resident of the Relevant Taxing Jurisdiction or being or having been engaged in a trade or business in the Relevant Taxing Jurisdiction or having or having had a permanent establishment in the Relevant Taxing Jurisdiction; (B) the failure of such Holder or Beneficial Holder being organized beneficial owner to comply with a request to provide any certification, information or other reporting requirement, if compliance is required under tax laws and regulations of Relevant Taxing Jurisdiction to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the laws of, having a business office located inrequirement to provide an applicable Internal Revenue Service Form W-8 (with any required attachment), or being a resident of the jurisdiction imposing such Tax (any subsequent version thereof or any political subdivision thereof) or (ii) that are Other Connection Taxessuccessor thereto); (ii) in any Taxes imposed by reason of the case of a Holder or Beneficial Holderbeneficial owner: (A) owning or having owned, withholding directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of the Issuer’s stock, as described in section 871(h)(3) of the Internal Revenue Code, (B) being a bank receiving interest as described in section 881(c)(3)(A) of the Internal Revenue Code, or (C) being a controlled foreign corporation that is related to the Issuer or any Guarantor by stock ownership for U.S. federal income tax purposes; (iii) any Taxes that would not have been so imposed on amounts payable to or but for the account presentation by the Holder or beneficial owner of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to Note for payment on a law in effect on date more than 30 days after the date on which such Holder payment became due and payable or Beneficial Holder acquires the date on which payment of the Note is duly provided for and notice is given to such interest in Holders, whichever occurs later, except to the Indenture Obligation; (iii) Taxes attributable to extent that such Holder or Beneficial Holder’s failure beneficial owner would have been entitled to comply with a request from the Trustee to provide a tax exemption certificatesuch Additional Amounts on presenting such Note on any date during such 30-day period; (iv) any withholding Taxes imposed under FATCAestate, inheritance, gift, sales, transfer, personal property, capital gains, wealth or similar Taxes; (v) any Canadian Taxes payable otherwise than by deduction or withholding Taxes imposed under the Tax Act from a payment on such Note or with respect to any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document)note Guarantee; (vi) any Canadian withholding Taxes imposed under payable by a Holder that is not the Tax Act on any amount paid or creditedbeneficial owner of the Note, or deemed as paid that is a fiduciary, partnership, limited liability company or creditedother similar entity, by any Holder but, in each case, only to the extent that a beneficial owner, a beneficiary or Beneficial Holder settlor with respect to such fiduciary or recipient by reason member or partner of such Holder partnership, limited liability company or Beneficial Holder similar entity would not have been entitled to the payment of an additional amount had such beneficial owner, beneficiary, settlor, member or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) partner received directly its beneficial or distributive share of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; orpayment; (vii) any Taxes required to be withheld by any paying agent from any payment on any Note, if such payment can be made without such withholding by at least one other paying agent; (viii) any Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor provision that is substantively comparable), any current or future regulations or official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Internal Revenue Code or any fiscal or regulatory legislation, rule or practice adopted pursuant to any intergovernmental agreement, treaty or convention entered into in connection with the implementation of the foregoing; (ix) any Taxes imposed under or in connection with the 2021 Dutch Withholding Tax Act (Wet bronbelasting 2021) with respect to a Holder, or, where applicable, a beneficiary of the Notes that is an entity that is related (gelieerd) to the Issuer within the meaning of the 2021 Dutch Withholding Tax Act; or (x) any combination of the foregoing items (i) through ), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix). (c) At least 30 calendar days prior to each date on which For purposes of this Section 2.14, the acquisition, ownership, enforcement, or holding of or the receipt of any payment under or with respect to a Note will not constitute a connection (x) between the Notes Holder or any Note 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 Officer’s Certificate stating that such Additional Amounts will be payable beneficial owner and the amounts so payable United States or (y) between a fiduciary, settlor, beneficiary, member, partner 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 will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment dateUnited States. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder Any reference in this Indenture or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder to principal or Beneficial Holder and (ii) any Taxes levied interest or imposed with respect other payment on the Notes shall be deemed to any reimbursement refer also to Additional Amounts that may be payable under the foregoing clause (i) or provisions of this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments2.14. (e) In additionExcept as specifically provided under this Section 2.14, the Payor Issuer will pay not be required to make any stamppayment with respect to any tax, issueduty, registration, court, documentation, excise assessment or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, governmental charge imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee government or any other document political subdivision or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, taxing authority of or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) United States. The foregoing obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such any successor to a Payor is organized or is otherwise considered to be a resident or doing business for tax purposes or any jurisdiction from political subdivision or through which payment is made by such successor taxing authority or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest agency thereof or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicabletherein.

Additional Amounts. (a) The Company will duly and punctually pay the principal of (and premium, if any) and interest on the Notes in accordance with the terms of the Notes and the Indenture. (b) All payments made by or the Company on behalf of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of, any present or future taxes, duties, assessments or governmental charges of Taxes imposed whatever nature unless such withholding or levied deduction is then required by law. The Company hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or on behalf withholding for any present or future taxes, duties, assessments or other governmental charges of (1) the jurisdiction (or any jurisdiction political subdivision or taxing authority thereof or therein) in which such Payor the Company is organizedorganized or otherwise considered, resident or carrying on business for tax purposes or (2) any jurisdiction from or through which such Payor (or its agents) makes any payment on the Notes is made, or any Note Guarantee or any department or political subdivision or governmental authority thereof or therein having the power to tax (eacheach of clause (1) and (2), a “Relevant Taxing Jurisdiction”), unless shall at any time be required by such Payor is required jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to withhold or deduct Taxes by law or be paid by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes from any payment made Company under or with respect to the Notes or any Note GuaranteeNotes, such Payor, subject to the exceptions set forth in Section 2.5(b), Company will pay to each holder of a Note as additional interest, such additional amounts (“Additional Amounts”) as may be necessary such in order that the net amounts paid to such holder of such Note, after such deduction or withholding, shall be equal to the amount such holder would have received in respect of such payment by each Holder or Beneficial Holder after in the absence of such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will notdeduction; provided, however, pay the Company shall not be required to make any payment of Additional Amounts to a Holder for or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holderaccount of: (i) Taxes Any tax, assessment or other governmental charge which would not have been imposed but for (a) the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or measured maintaining a permanent establishment in the Relevant Taxing Jurisdiction) other than by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result the mere ownership or holding of such Holder Note or Beneficial Holder being organized under enforcement of rights thereunder or the laws of, having a business office located in, or being a resident receipt of the jurisdiction imposing such Tax (or any political subdivision thereof) payments in respect thereof or (iib) the presentation of a Note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later (except to the extent that are Other Connection Taxesthe holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (ii) in the case of a Holder Any estate, inheritance, gift, sale, transfer, personal property or Beneficial Holdersimilar tax, withholding Taxes imposed on amounts payable to assessment or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligationother governmental charge; (iii) Taxes attributable to such Holder Any tax, assessment or Beneficial Holder’s failure to comply with a request other governmental charge which is payable otherwise than by withholding from the Trustee to provide a tax exemption certificatepayment of (or in respect of) principal of, premium, if any, or any interest on, Notes; (iv) Any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the holder or the beneficial owner of the Note with a request of the Company addressed to the holder (a) to provide information, documents or other evidence concerning the nationality, residence or identity of the holder or such beneficial owner or (b) to make and deliver any withholding Taxes declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any information or reporting requirements, which, in the case of (a) or (b), is required or imposed under FATCAby a statue, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (v) any Canadian withholding Taxes or deduction imposed under on a payment to an individual and required to be made pursuant to the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture European Council Directive 2003/48/EC or any other Note Document)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 to conform to, these Directives; (vi) any Canadian withholding Taxes imposed under tax, assessment or other governmental charge that could have been avoided by the Tax Act presentation (where presentation is required) by or on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason behalf of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) holder of the Tax Act) relevant Note to another Paying Agent in a member state of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the IssuerEuropean Union; or (vii) any combination of the foregoing items (i), (ii), (iii), (iv), (v) through and (vi)) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Note to any holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the holder of such Note. (c) At least 30 calendar ten days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payablepayable (unless such obligation to pay Additional Amounts arises shortly before or after the tenth day prior to such date, in which case it shall be promptly thereafter), if a Payor the Company 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)payment, the Payor Company will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders holders on the payment date. Each such Officer’s Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. (d) The Payors, jointly and severally, will indemnify and hold harmless If the Holders and Beneficial Holders and, upon written request of Company conducts business in any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of jurisdiction (ian “Additional Taxing Jurisdiction”) any Taxes levied or imposed by other than a Relevant Taxing Jurisdiction and payable 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 Holder or Beneficial Holder in connection with Additional Taxing Jurisdiction from payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii)Notes, so that as the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; providedcase may be, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible required to receive payment be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required provision described above shall be considered to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect apply to such paymentsholders as if references in such provision to taxes included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein). (e) In addition, the Payor The Company will pay any present or future stamp, issuecourt or documentary taxes, registration, court, documentation, or any other excise or property taxes (other than net wealth taxes or similar taxestaxes imposed on the holder irrespective of such holder’s investment in the Notes and based on the total net value of the holder’s property), charges and duties, including any interest, penalties and any charge or similar liabilities with respect thereto, imposed by levies that arise in any Relevant Taxing Jurisdiction at any time in respect of from the execution, issuancedelivery, enforcement or registration or delivery of the Notes, any Note Guarantee Notes or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as in relation thereto (other than a result of, or in connection with, the enforcement transfer of the Notes), and the Company will agree to indemnify the holders for any Note Guarantee and/or any other such document or instrumentTaxes paid by such holders. (f) The foregoing obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such any successor to a Company is organized or is otherwise resident any political subdivision or doing business for tax purposes taxing authority or any jurisdiction from agency thereof or through which payment is made by such successor or its respective agentstherein. Whenever this Indenture refers to, in any contextUpon request, the payment of principal, Premium (if any) and interest or any other amount payable under or Company will provide the Trustee with respect documentation satisfactory to any Note, such reference shall include the Trustee evidencing the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicableAmounts. Copies of such documentation will be made available to the holders of the Notes upon request.

Additional Amounts. (a) All payments made by or on behalf the Company in respect of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any the Guarantor in respect of a Note Guarantee will be made free and clear of and without withholding or deduction for or on account of Taxes any present or future taxes, duties, assessments or other governmental charges of whatever nature imposed or levied by or on behalf of any jurisdiction in which such Payor the Company or the Guarantor is organized, organized or is a resident or carrying on business for tax purposes purposes, or from or any other jurisdiction through which such Payor (or its agents) makes any payment on payments under the Notes are made by or on behalf of the Company, or any Note Guarantee or any department or political subdivision thereof thereof, having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Payor the Company or the Guarantor is required to withhold or deduct Taxes by law to deduct or by withhold such taxes, duties, assessments or governmental charges. In that event, the interpretation Company or administration thereof. If a Payor is the Guarantor will make the required deduction or withholding, make payment of the amount so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect withheld to the Notes or any Note Guarantee, such Payor, subject to the exceptions set forth in Section 2.5(b), will appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts received by Holders of Notes after such withholding or deduction equal the amounts that would have been received in respect of the Notes in the absence of such withholding or deduction (“Additional Amounts”). All references to “Company” (or, as applicable, “Guarantor”) in this Article 3 include any entity that replaces and becomes a substitute for the Company (or, as may be necessary applicable, the Guarantor), in each case as a result of a substitution or replacement that occurs pursuant to the terms of this Indenture. No such that the net amount received in respect of such payment by each Holder or Beneficial Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not shall be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holderpayable: (i) Taxes imposed to, or to a third party on or measured by net income (however denominated)behalf of, franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder where the Holder or Beneficial beneficial owner is liable for any present or future taxes, duties, assessments or governmental charges in respect of a Note by reason of the existence of any present or former connection between the Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of the Holder or beneficial owner, if the Holder or beneficial owner is an estate, a trust, a partnership, a limited liability company or a corporation) or beneficial owner and the Relevant Jurisdiction, including, without limitation, the Holder or beneficial owner (or the Holder’s or the beneficial owner’s fiduciary, settlor, beneficiary, member or shareholder) being organized under the laws of, or having been a citizen or resident thereof or being or having been engaged or deemed to be engaged in a trade or business office located inor present therein or having, or being having had, a resident permanent establishment therein, other than the mere holding of the jurisdiction imposing such Tax (Note or any political subdivision thereof) or (ii) that are Other Connection Taxesthe enforcement of rights and the receipt of payments with respect to the Note; (ii) in respect of Notes surrendered (if surrender is required) more than 30 days after the case of a Relevant Date except to the extent that the Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect Note would have been entitled to an applicable interest in an Indenture Obligation pursuant to a law in effect such Additional Amounts, on surrender of such Note for payment on the date on which last day of such Holder or Beneficial Holder acquires such interest in the Indenture Obligationperiod of 30 days; (iii) Taxes attributable to such in respect of any tax, duty, assessment or other governmental charge imposed on a Note presented for payment by or on behalf of a Holder where the Holder or Beneficial beneficial owner would have been able to avoid that withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union; (iv) in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of this Indenture (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code; (v) where such Additional Amount is imposed on a payment to, or for the benefit of, a Luxembourg resident individual pursuant to the Luxembourg law of 23 December 2005; (vi) to, or to a third party on behalf of, a Holder where the Holder or beneficial owner is liable for any present or future taxes, duties, assessments or other governmental charges by reason of the Holder’s or beneficial owner’s failure to comply with any certification, identification or other reporting requirement concerning nationality, residence, identity or connection with the Relevant Jurisdiction, if (1) compliance is required by the Relevant Jurisdiction, as a request from precondition to, exemption from, or reduction in the Trustee rate of, the tax, duty, assessment or other governmental charge and (2) the Company has given at least 30 days’ notice that Holders or beneficial owners will be required to provide a tax exemption certificatethis certification, identification or other requirement; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (iivii) in respect of a debt any estate, inheritance, gift, sales, transfer, capital gains, excise or other obligation to pay an amount to a Holder personal property or Beneficial Holder similar tax, duty, assessment or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document)governmental charge; (viviii) in respect of any Canadian tax, duty, assessment or other governmental charge that is payable otherwise than by deduction or withholding Taxes imposed under from payments of principal of or interest on the Tax Act on any amount paid Note or credited, by direct payment by the Company or deemed as paid the Guarantor in respect of claims made against the Company or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the IssuerGuarantor; or (viiix) in respect of any combination of the foregoing items above. (ib) through (vi)No Additional Amounts shall be paid with respect to any payment on a Note to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the laws of the Relevant Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither the Company nor the Guarantor shall be required to make any payment with respect to any tax, duty, assessment or governmental charge imposed by any government or political subdivision or taxing authority thereof or therein. (c) At least 30 calendar days prior to each date on which any payment under or In the event that Additional Amounts actually paid with respect to the Notes described above are based on rates of deduction or any Note 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 withholding of taxes in excess of the 35th day prior appropriate rate applicable to the date on which Holder of such payment Notes, and, as a result thereof the Holder is due entitled to make a claim for a refund or credit of the excess from the authority imposing the withholding tax, then the Holder shall, by accepting the Notes, be deemed to have assigned and payabletransferred all right, in which case it will be promptly thereafter)title, the Payor will deliver and interest to any such claim for a refund or credit of such excess to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment dateCompany. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder Any reference in this Indenture or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under in respect of the Notes by the Company or the Note Guarantee by the Guarantor will be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect to any Note, such reference shall include that amount under the payment of Additional Amounts or indemnification payments as described obligations referred to in this Section 2.5Section, if applicableunless the context requires otherwise.

Additional Amounts. (a) All payments made by or on behalf The Company may redeem, in whole, but not in part, all of the Issuer Series B Preference Shares, upon notice given as provided in Section 7(h) herein, at a redemption price equal to US$25.00 per Series B Preference Share, plus any unpaid, accrued cumulative dividends, whether or not declared, on such Series B Preference Share, to, but excluding, the Redemption Date, without interest on such unpaid dividends, if there is, in the Company’s reasonable determination, based on the advice of external legal, financial and tax advisers with knowledge of such matters, as applicable, a substantial probability that the Company or any Guarantor (each a “Payor”) under or Successor Company would become obligated to pay additional amounts on the next succeeding Dividend Payment Date with respect to the Notes Series B Preference Shares and the payment of those additional amounts could not be avoided by the use of any reasonable measures available to the Company or any Note Guarantee will be made free and clear Successor Company (a “Tax Event”); provided that no such redemption may occur unless one of and without withholding or deduction for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which such Payor the Redemption Requirements is organizedsatisfied. As used herein, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, such Payor, subject to the exceptions set forth in Section 2.5(b), will pay such additional amounts ” means (“Additional Amounts”A) as may be necessary such that the net amount received in respect of such payment by each Holder or Beneficial Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (Bermuda or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case governmental authority of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (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 Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection withBermuda with the power to tax, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (fB) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor the Company or its respective agentsdividend disbursing agent is making payments on the Series B Preference Shares or any political subdivision or governmental authority of or in that jurisdiction with the power to tax or (C) any other jurisdiction in which the Company or any Successor Company is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax. Whenever this Indenture refers to, in Prior to any contextredemption upon a Tax Event, the payment Company shall file with its corporate records and deliver to the transfer agent for the Series B Preference Shares a certificate signed by one of principal, Premium the Company’s officers confirming that a Tax Event has occurred and is continuing (if any) as reasonably determined by the Company based on the advice of external tax and interest or any other amount payable under or with respect to any Note, such reference legal advisers). The Company shall include the payment a copy of Additional Amounts or indemnification payments as described in this Section 2.5, if applicablecertificate with any notice of such redemption.

Additional Amounts. (a) 2.6.1 All payments made by or on behalf account of any obligation of the Issuer or any Guarantor (each a “Payor”) under or with respect to the TCPL Sub Notes or any Note Guarantee will - Series 2016-A shall be made free and clear of and without withholding or deduction for for, or on account of Taxes of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes Government of Canada or any Note Guarantee province or territory thereof or by any department authority or political subdivision agency therein or thereof having power to tax (eachhereinafter, a “Relevant Taxing JurisdictionCanadian Taxes”), unless or, in the event that a Successor Entity that is organized under the laws of a jurisdiction other than the laws of Canada or any province of territory thereof is substituted for the Issuer pursuant to Article 8 of the Original Indenture, by or on behalf of the government of such Payor is required to withhold successor jurisdiction or deduct Taxes by law any subdivision thereof or by any authority or agency therein or thereof having power to tax. 2.6.2 For so long as the interpretation or administration thereof. If a Payor Trust is so the holder of TCPL Sub Notes — Series 2016-A, if the Trust is required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Trust Notes or any Note Guarantee- Series 2016-A, such Payor, subject to the exceptions set forth in Section 2.5(b), will Issuer shall pay as additional interest such additional amounts (“Additional Amounts”) as may be necessary such so that the Trust may provide a net amount received in respect to each holder of such payment by each Holder or Beneficial Holder Trust Notes — Series 2016-A (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will shall not be less than the amount the Holder or Beneficial Holder, as the case may be, such holder of Trust Notes — Series 2016-A would have received if such Canadian Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not; provided, however, pay that no Additional Amounts shall be payable to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or Trust with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment made to a Holder or Beneficial holder of Trust Notes — Series 2016-A (an “Excluded Holder: ”) in respect of a beneficial owner of Trust Notes Series 2016-A (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor Trust does not deal at arm’s length (for the purposes of the Income Tax ActAct (Canada)) at the time of the making of such payment or payment, (ii) which is subject to such Canadian Taxes by reason of the failure of such holder of Trust Notes — Series 2016-A to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such holder of Trust Notes — Series 2016-A is deemed to be a dividend paid to such holder of Trust Notes — Series 2016-A pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) which is subject to such Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the mere holding of Trust Notes — Series 2016-A or the receipt of payments thereunder. The Trust shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required under applicable law. 2.6.3 If a holder of Trust Notes — Series 2016-A has received a refund or credit for any Canadian Taxes with respect to which the Issuer has paid Additional Amounts pursuant to this Section 2.6, and such holder has paid over such refund to the Trust, the Trust shall pay over such refund to the Issuer (but only to the extent of such Additional Amounts), net of all out-of-pocket expenses of such holder, together with any interest paid by the relevant tax authority in respect of a debt or other obligation such refund. 2.6.4 If Additional Amounts are required to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises be paid under this Section 2.6 as a result of such Holder or Beneficial Holder or recipient having become a party toTax Event, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified nonmay elect to redeem outstanding TCPL Sub Notes - Series 2016-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (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 Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made A pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrumentSection 3.3. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicable.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any Guarantor (each a “Payor”) Issuers make under or with respect to the Notes Securities or any Note Guarantee will that the Guarantors make under or with respect to the Guaranties shall be made free and clear of and without withholding or deduction for or on account of Taxes any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) any political subdivision or Governmental Authority thereof or therein having power to tax, (2) any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes Securities or the relevant Guaranty is made on behalf of the Issuers or any Note Guarantee Guarantor, or any department or political subdivision or Governmental Authority thereof or therein having the power to tax, or (each3) any other jurisdiction in which the Issuers or any Guarantor is organized or resident, or any political or Governmental Authority thereof or therein having the power to tax (each of clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the Issuers or such Payor Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereofof law. If the Issuers or a Payor Guarantor is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes Securities, the Issuers or any Note Guaranteethe Guarantor, such Payoras the case may be, shall, subject to the exceptions set forth in Section 2.5(b2.19(b), will pay such additional amounts (“Additional Amounts”) as may be necessary such to ensure that the net amount received in respect of such payment by each Holder or Beneficial Holder of the Securities after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net incomehereunder) will shall not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will notNeither the Issuers nor any Guarantor will, however, be required to pay Additional Amounts to a Holder or Beneficial beneficial owner of a Security: (1) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than the acquisition, ownership, holding or disposition of a Security or by reason of the receipt of payments thereunder or under any Guaranty or the exercise or enforcement of rights under any Securities or this Indenture or under any Guaranty); (2) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Securities, following the Issuers’ written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (3) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes (other than stamp, issue, registration, court, documentation, excise or other similar Taxes referred to in Section 2.19(f)); (4) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the following Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such 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); (5) with respect to a Holder any Taxes that are payable otherwise than by deduction or Beneficial Holder withholding from payments on, or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws respect of, having a business office located in, the applicable Security or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection TaxesGuaranty; (ii6) in the case of a Holder or Beneficial Holder, withholding with respect to any Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on beneficial owner at the date on which time such Holder or Beneficial Holder acquires becomes a party to this Indenture, except to the extent that such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; transferor or assignor (ivif any) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or creditedwas entitled, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making assignment, to receive Additional Amounts with respect to such payment or (ii) in respect of a debt or other obligation Taxes pursuant to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (iiSection 2.19(a), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document);; and (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act7) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) respect to any combination of the foregoing items (i) through (vi)listed above. (c) The Issuers and the Guarantors will (1) make such withholding or deduction required by applicable law and (2) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuers and the Guarantors will provide to the Trustee either a certified copy of tax receipts evidencing such payment or, if such tax receipts are not reasonably available to the Issuers or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuers or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee Securities is due and payable, if a Payor will the Issuers or the Guarantors shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such payment under or with respect to the Securities is due and payable, in which case it will shall be promptly thereafter), the Payor will Issuers shall deliver to the Trustee an Officer’s Officers’ Certificate stating that such Additional Amounts will shall be payable and the amounts so payable and will shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. The Issuers and the Guarantors shall promptly publish a notice in accordance with Section 12.2 stating that such Additional Amounts will be payable and describing the obligation to pay such amounts. (de) The PayorsIssuers and the Guarantors, jointly and severally, will shall indemnify and hold harmless the Holders and Beneficial Holders of Securities, and, upon written request of any Holder or Beneficial Holderof Securities, reimburse such Holder or Beneficial Holder for the amount of (i1) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes Securities held by such Holder or Beneficial Holder any Guaranties; and (ii2) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i1) or this clause (ii2), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will shall not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i1) and/or (ii2) had not been imposed; provided, however, that the indemnification or reimbursement obligations obligation provided for in this clause (dSection 2.19(e) shall not extend to Taxes imposed for which the applicable eligible Holder or Beneficial Holder of the Securities would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (ef) In additionThe Issuers and the Guarantors shall pay and jointly and severally shall indemnify and hold harmless the Holders of Securities, and upon written request of any Holder of Securities, reimburse such Holder for the Payor will pay amount of any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, interest and penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuanceissue, registration or delivery of the Notes, Securities or any Note Guarantee Guaranties or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or jurisdiction as a result of, or in connection with, the enforcement of the Notes, Securities or any Note Guarantee Guaranty and/or any other such document or instrument. (f) . The obligations described under provisions of this Section 2.5 will 2.19 shall survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Issuers or any Payor Guarantor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (premium, if any) and , interest or any other amount payable under or with respect to any NoteSecurity, such reference shall include includes the payment of Additional Amounts or indemnification payments as described in this Section 2.5hereunder, if applicable.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any Guarantor (each a “Payor”) successor to the Company under or with respect to this Indenture and the Notes, including, but not limited to, payments of the Accreted Principal Amount, the Fundamental Change Repurchase Price or the Redemption Price, payments of interest, including any additional interest, payments of cash upon conversion of the Notes or and deliveries of shares of Common Stock (together with payments of cash for any Note Guarantee will shares of Common Stock that would represent a fractional share) upon conversion of the Notes, shall be made free and clear of and without withholding or deduction for for, or on account of, any present or future taxes, duties, assessments or governmental charges of Taxes whatever nature (“Taxes”) imposed or levied by or on behalf of within any jurisdiction in which such Payor the Company or any successor to the Company is organized, organized or resident or carrying on business for tax purposes purposes, maintaining a permanent establishment, or from doing business or through which such Payor payment or deliveries is made or deemed made (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such Payor withholding or deduction is required to withhold by law. In the event that any such withholding or deduct Taxes by law or by the interpretation or administration thereof. If a Payor deduction is so required to withhold required, other than any such withholding or deduct any amount for deduction for, or on account of, any Taxes that is imposed in connection with payments of Taxes from any payment made under or with respect to cash upon conversion of the Notes or deliveries of shares of Common Stock, together with payments of cash for any Note Guaranteeshares of Common Stock that would represent a fractional share, such Payorupon conversion of the Notes (other than any de minimis amount of withholding or deduction in the nature of the costs of issuance of shares of Common Stock), subject the Company or any successor to the exceptions set forth in Section 2.5(b), will Company shall pay to each Holder such additional amounts (“Additional Amounts”) as may be necessary such to ensure that the net amount received in respect of such payment by each the Holder or Beneficial Holder beneficial owner after such withholding or deduction (including and after deducting any Taxes on the Additional Amounts) shall equal the amounts that would have been received by such Holder or beneficial owner had no such withholding or deduction attributable to been required; provided that no Additional Amounts payable hereunder shall be payable: (i) for or on account of: (A) any tax, duty, assessment or other governmental charge that would not have been imposed but excluding Taxes on net incomefor: (1) will not be less than the amount existence of any present or former connection between the Holder or Beneficial Holderbeneficial owner of such Note and the Relevant Taxing Jurisdiction, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein, other than merely holding such Note or the receipt of payments thereunder; (2) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the Accreted Principal Amount, the Fundamental Change Repurchase Price or the Redemption Price, as applicable, with respect to, and interest on, such Note, together with payments of cash and the delivery of shares of Common Stock (together with payment of cash for any shares of Common Stock that would represent a fractional share) upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for; or (3) the failure of the Holder or beneficial owner to comply with a reasonable and timely request from the Company or any successor of the Company, addressed to the Holder or beneficial owner, as the case may be, to provide certification, information, documents or other evidence concerning such H▇▇▇▇▇’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have received otherwise been payable to such Holder and only if such Taxes had not been required and to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of extent that such Holder or Beneficial Holder being organized under the laws of, having a business office located in, beneficial owner is legally entitled to provide such information or being a resident of the jurisdiction imposing documentation or to make such Tax (declaration or any political subdivision thereof) claim or (ii) that are Other Connection Taxesto satisfy such requirement; (iiB) in the case of a Holder any estate, inheritance, gift, sale, transfer, personal property or Beneficial Holdersimilar tax, withholding Taxes imposed on amounts payable to assessment or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligationother governmental charge; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (ivC) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or creditedtax, or deemed as paid or creditedduty, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt assessment or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor governmental charge that is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other payable otherwise than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian by withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment from payments under or with respect to the Notes; (D) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B) or (C); (E) any taxes imposed, withheld or deducted pursuant to sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (or any amended or successor version of such sections that is substantially comparable) (the “Code”), any current or future regulations thereunder, official interpretations thereof or agreements (including any intergovernmental agreement or any laws, rules or practices implementing such intergovernmental agreement) entered into in connection therewith or otherwise pursuant to any agreements described in Section 1471 (b) of the Code; or (F) any taxes imposed, withheld or deducted pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), as amended (or any amended or successor version of the Dutch Withholding Tax Act 2021), and any current or future regulations thereunder and official interpretations thereof; or (G) any taxes that were imposed with respect to any payment of the Accreted Principal Amount, the Fundamental Change Repurchase Price or the Redemption Price, as applicable, with respect to, and interest on, such Note if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that no Additional Amounts would have been payable had the beneficial owner of the applicable Note been the Holder of such Note. For the avoidance of doubt, no Additional Amounts will be payable in the case of withholding or deduction that is imposed in connection with payments of cash upon conversion of the Notes or deliveries of shares of Common Stock, together with payments of cash for any Note Guarantee is due and payable, if shares of Common Stock that would represent a Payor will be fractional share (other than any de minimis amount of withholding or deduction in the nature of the costs of issuance of Common Stock) upon conversion of the Notes. (b) If the Company becomes obligated to pay Additional Amounts with respect to such any payment (unless such obligation to pay Additional Amounts arises after the 35th day prior or delivery under or with respect to the date on which such payment is due and payable, in which case it will be promptly thereafter)Notes, the Payor Company will timely deliver to the Trustee Trustee, an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable and will payable. The Officer’s Certificate must also set forth such any other information reasonably necessary to enable the Trustee Paying Agent or the Conversion Agent, as the case may be, to pay such Additional Amounts to Holders Holder 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. The Company will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. (dc) The Payors, jointly Company will make all withholdings and severally, deductions required by law and will indemnify timely remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law. The Company will obtain tax receipts from each taxing authority evidencing the payment of any Taxes so deducted or withheld and hold harmless timely furnish to the Holders and Beneficial Holders and, upon written request certified copies of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for tax receipts evidencing payment by the amount of Company. In the event that (i) any Taxes levied or imposed by the taxing authority of a Relevant Taxing Jurisdiction and payable by such Holder determines that amounts should have been withheld or Beneficial Holder deducted in connection with respect of any payments made or deliveries under or with respect to the Notes held in excess of any amounts that were actually withheld or deducted by such Holder the Company or Beneficial Holder its successor, and (ii) the Company or its successor would have been required to pay Additional Amounts if such amounts had been withheld or deducted, then the Company or its successor shall indemnify each Holder and beneficial owner of the Notes and the Trustee, on an after-Tax basis, for any Taxes levied and all losses incurred as a result of the Company’s failure to make such withholdings and deductions and to pay Additional Amounts (including any Additional Amounts); provided, that, such Holder or imposed beneficial owner shall reasonably assist the Company or its successor in any attempt the Company or its successor may make to seek to secure a reduction or refund of any such amounts, which reduction or refund shall be for the account of the Company or its successor to the extent of any indemnification previously provided to such beneficial owner. (d) Any reference in this Indenture or the Notes in any context to the payment of the Accreted Principal Amount, the Fundamental Change Repurchase Price or the Redemption Price, with respect to, and interest on, any Note shall be deemed to include any Additional Amounts, unless the context requires otherwise, that may be payable with respect to any reimbursement that amount under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise obligations referred to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments3.09. (e) In addition, The Company or any successor to the Payor Company will promptly pay when due and indemnify the Holder or beneficial owner for any present or future stamp, issue, registration, court, documentation, court or documentary Taxes or any other excise or other similar taxesproperty Taxes, charges and duties, including or similar levies that arise in any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of taxing jurisdiction from the execution, issuance, delivery or registration or delivery enforcement of the Notes, any each Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges herein or duties imposed by any Relevant Taxing Jurisdiction on therein or the receipt of any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrumentwith respect thereto. (f) The foregoing obligations described under this Section 2.5 will shall survive any termination, defeasance or discharge of this Indenture Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply apply, mutatis mutandis to any successor Person to any Payor and mutandis, for the avoidance of doubt, to any jurisdiction in which such any successor to the Company is organized then incorporated, organized, or is otherwise resident or doing business for tax purposes purposes, or engaged in business or any jurisdiction from or through which any payment or deliveries is made by such successor or its respective agents. Whenever this Indenture refers todeemed made and any political subdivision or taxing authority or agency thereof or therein having the power to tax, in any context, or the payment earlier resignation or removal of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicableTrustee.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any Guarantor (each a “Payor”) makes under or with respect to the Notes or that any Note Subsidiary Guarantor makes under or with respect to its Guarantee will shall be made free and clear of and without withholding or deduction for or on account of Taxes any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which such Payor the Issuer, the Subsidiary Guarantor or any Surviving Entity is incorporated, organized, engaged in business (where such Tax is imposed by reason of the Issuer, Subsidiary Guarantor, or Surviving Entity being engaged in business) or otherwise resident or carrying on business for tax purposes or from or through which such Payor (or its agents) any of the foregoing makes any payment on the Notes or the Guarantees (including the jurisdiction of any Note Guarantee paying agent) or by or within any department or political subdivision thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Payor Subsidiary Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereofof law. If a Payor the Issuer or any Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note a Guarantee, the Issuer or such PayorSubsidiary Guarantor, subject to as the exceptions set forth in Section 2.5(b)case may be, will shall pay such additional amounts (“Additional Amounts”) as may be necessary such to ensure that the net amount received in respect of such payment by each Holder or Beneficial Holder of the Notes (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will shall be not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will notNeither the Issuer nor any Subsidiary Guarantor shall, however, pay Additional Amounts to in respect or on account of: (i) any Taxes that are imposed or levied by a Relevant Taxing Jurisdiction by reason of a present or former connection of a Holder (or Beneficial a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if the Holder is an estate, a trust, a partnership or a corporation) or a beneficial owner with such Relevant Taxing Jurisdiction (other than the mere receipt or holding of Notes or by reason of the receipt of payments thereunder or the exercise or enforcement of rights under any Notes, Guarantees or this Indenture); (ii) any Taxes that are imposed or levied by reason of the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder (and made at a time which would enable the Holder or beneficial owner acting reasonably to comply with that request), to comply with any certification, identification, information or other reporting requirements which the Holder or such beneficial owner is legally required and legally entitled to satisfy, whether imposed by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) any estate, inheritance, gift, sales, transfer or similar Taxes; (iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or Guarantees; (v) any Tax that is imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of such Notes for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the 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; (vi) any Tax imposed on or with respect to any payment by the Issuer or any Subsidiary Guarantor to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the following Taxes extent that a beneficiary or settlor with respect to such fiduciary, member of such partnership or the beneficial owner of such payment would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (vii) any Tax that is imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment made to a Holder or Beneficial Holder: (i) Taxes imposed on beneficial owner who would have been able to avoid such withholding or measured deduction by net income (however denominated), franchise Taxes and branch profits Taxes, presenting the relevant Notes to another paying agent in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident member state of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection TaxesEuropean Union; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (ivviii) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) deduction in respect of any Taxes where such withholding or deduction is imposed on a debt or other obligation payment to pay an amount individual and is required to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture be made pursuant to European Council Directive 2003/48/EC or any other Note Document); (vi) Directive implementing the conclusions of the ECOFIN Council meeting of 26–27 November 2000 on the taxation of savings income or any Canadian withholding Taxes imposed under the Tax Act on any amount paid law implementing or creditedcomplying with, or deemed as paid or creditedintroduced in order to conform to, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the IssuerDirective; or (viiix) any combination of the foregoing items (i) through (vi)above. (c) The Issuer and any Subsidiary Guarantor shall (i) make such withholding or deduction as is required by applicable law and (ii) remit the full amount deducted or withheld to the relevant taxing authority in the Relevant Taxing Jurisdiction in accordance with applicable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will the Issuer or any Subsidiary Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such payment under or with respect to the Notes is due and payable, in which case it will shall be promptly thereafter), the Payor will Issuer shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will shall be payable and the amounts so payable and will shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) . The Payors, jointly and severally, will indemnify and hold harmless Issuer shall promptly publish a notice in accordance with the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse provisions set forth in Section 13.02 stating that such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if shall be payable and describing the Payor had been required obligation to withhold from pay such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such paymentsamounts. (e) Upon request, the Issuer or the Subsidiary Guarantors shall furnish to the Trustee or the Holder copies of tax receipts evidencing the payment of any Taxes by the Issuer or the applicable Subsidiary Guarantor in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Issuer or the applicable Subsidiary Guarantor. If notwithstanding the efforts of the Issuer or the Subsidiary Guarantors to obtain such receipts, the same are not obtainable, the Issuer or the applicable Subsidiary Guarantor shall provide the Trustee or such Holder other evidence satisfactory to the Trustee or the Holder of such payments by the Issuer or the applicable Subsidiary Guarantor. (f) In addition, the Payor will Issuer and the Subsidiary Guarantors shall pay any present or future stamp, issue, registration, court, documentation, excise or property taxes or other similar taxes, charges and duties, including any interest, interest and penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuanceissue, delivery or registration or delivery of the Notes, any Note Guarantee Notes or any other document or instrument referred to thereunder (other than in respect of the execution, issue, delivery or registration of Notes pursuant to Section 2.06, Section 2.07 or Section 2.10(a)(iv)) and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or jurisdiction as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee Notes and/or any other such document or instrumentinstrument following the occurrence of any Event of Default with respect to the Notes, and the Issuer and each Subsidiary Guarantor shall indemnify the Holders for any such taxes paid by such Holders. (fg) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will 4.17 shall apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such any Surviving Entity or successor person to the Issuer is organized incorporated, organized, engaged in business or is otherwise resident or doing business for tax purposes purposes, or any jurisdiction from political subdivision or through which payment is made by such successor taxing authority thereof or its respective agentstherein. Whenever this Indenture refers to, in any context, the payment of principal, Premium (premium, if any) and , interest or any other amount payable under or with respect to any Note, such reference shall include includes the payment of Additional Amounts or indemnification payments as described in this Section 2.5Amounts, if applicable.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes under the Indenture or pursuant to any Note Guarantee will must be made free and clear of and without withholding or deduction for or on account of Taxes any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of (1) the United States, Germany, Luxembourg, the United Kingdom or any political subdivision or governmental authority thereof or therein having the power to tax, (2) any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee is made, or any department or political subdivision or governmental authority thereof or therein having the power to tax or (each3) any other jurisdiction in which the payor is organized or otherwise considered to be a resident or engaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each a “Relevant Taxing Jurisdiction”), collectively, “Taxes,” unless such Payor the Issuer, any Guarantor or other applicable withholding agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant government authority or agency provided, however, that in determining what withholding is required by law for U.S. federal income and withholding tax purposes, the Issuer, a Guarantor or other applicable withholding agent shall be entitled to treat any payments on or in respect of the Notes or any Note Guarantee as if the Notes or any Note Guarantee were issued by a U.S. person as defined in section 7701(a)(30) of the Code. If a Payor the Issuer, any Guarantor or other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, the Issuer or such PayorGuarantor, subject to as the exceptions set forth in Section 2.5(b)case may be, will be required to pay such additional amounts (amount — “Additional Amounts”) ” — as may be necessary such so that the net amount (including Additional Amounts) received in respect of such payment by each Holder or Beneficial Holder after such withholding or deduction (including any withholding or deduction attributable to on such Additional Amounts payable hereunder but excluding Taxes on net incomeAmounts) will not be less than the amount the such Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not; provided, however, that no Additional Amounts will be payable with respect to payments made to any Holder or beneficial owner to the extent such Taxes are imposed by reason of (i) such Holder or beneficial owner being considered to be or to have been connected with a Relevant Taxing Jurisdiction, otherwise than by the acquisition, ownership, holding or disposition of the Notes, the enforcement of rights under the Notes or under any Note Guarantee or the receipt of payments in respect of the Notes or any Note Guarantee, or (ii) such Holder or beneficial owner not completing any procedural formalities that it is legally eligible to complete and are necessary for the Issuer, a Guarantor or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of a Note or any Note Guarantee, a complete, correct and executed IRS Form W-8 or W-9 or successor form, as applicable, with all appropriate attachments); provided, however, that for purposes of this obligation to pay Additional Amounts, the Issuer, a Guarantor or other applicable withholding agent shall be entitled, for U.S. federal income and withholding tax purposes, to treat any payments on or in respect of the Notes as if the Notes were issued by a U.S. person as defined in section 7701(a)(30) of the Code. Further, no Additional Amounts shall be payable with respect to a (i) any Tax imposed by the United States or any political subdivision or governmental authority thereof or therein on interest by reason of any Holder or Beneficial beneficial owner holding or owning, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote or (ii) any Tax imposed by the United States or any political subdivision or governmental authority thereof or therein on interest by reason of any Holder or beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the Code with respect to the Issuer or any Guarantor. The Issuer or Guarantor (as applicable) required to withhold any Taxes will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or Guarantor (as applicable) will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or Guarantor (as applicable) of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Wherever in the Indenture or the Notes or any Note Guarantee there are mentioned, in any context, (1) the payment of principal, (2) purchase prices in connection with a purchase of Notes under the Indenture or the Notes, (3) interest or (4) any other amount payable on or with respect to any of the following Taxes imposed on Notes or with respect any Note Guarantee, such reference shall be deemed to a Holder or Beneficial Holder or required include payment of Additional Amounts as described under this heading to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxesthe extent that, in each case (i) imposed as a result of such Holder context, Additional Amounts are, were or Beneficial Holder being organized under the laws ofwould be payable in respect thereof. The Issuer will pay any present stamp, having a business office located incourt or documentary taxes, or being a resident of the jurisdiction imposing such Tax any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in Luxembourg or any political subdivision thereof) thereof or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holdertherein, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or creditedexecution, or deemed as paid or credited, by or on account delivery and registration of any obligation Notes upon original issuance and initial resale of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated other document or instrument referred 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 Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder therein or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the enforcement of the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and herein or therein. If at any such time the Issuer changes its place of organization to outside of Luxembourg or there is a new issuer organized outside of Luxembourg, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or duties imposed levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by any Relevant Taxing Jurisdiction on any payments made pursuant to the Holders of the Notes in respect of the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) instrument referred to therein under any law, rule or regulation in effect at the time of such change. The foregoing obligations described under this Section 2.5 will survive any termination, defeasance or discharge of the Indenture. References in this Indenture and will section (“Additional Amounts”) to the Issuer or any Guarantor shall apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if anysuccessor(s) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicablethereto.

Additional Amounts. (a) All payments to be made by or on behalf in respect of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note Guarantee will shall be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any taxes, duties, levies, imposts, charges, fees, deductions or withholdings, except to the extent such amounts are imposed by Applicable Law. (b) In the event that any Taxes imposed are required by Applicable Law to be deducted or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes withheld from any payment required to be made under or with in respect to of the Notes or any Note GuaranteeNotes, then the amount of such Payor, subject to the exceptions set forth in Section 2.5(b), will pay payment shall be increased by such additional amounts (“Additional Amounts”) as may be necessary such in order that the net amount actually received by the applicable recipients or beneficial owner of such payment in respect of such payment, after withholding or deduction for or on account of such Taxes, is an amount equal to the amount that would have been received by the applicable recipient(s) or beneficial owner of such payment in respect of such payment by each Holder or Beneficial Holder after had no such withholding or deduction Taxes (including withholding or deduction attributable to any Taxes payable in respect of such Additional Amounts payable hereunder but excluding Taxes on net incomeAmounts) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld deducted or deductedwithheld. (bc) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to The amount of any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from any payment made in respect of the Notes under Applicable Law shall be withheld or deducted from such payment (as increased by any Additional Amounts) and paid to the taxing authority imposing such Taxes in accordance with Applicable Law. (d) Together with every payment made under this Indenture requiring the withholding of any Taxes, the Issuer shall furnish to the Trustee a statement of the withholding being made, if any, in the form of a debit notice on account of tax withholding or other similar document which evidences that the withholding was duly made. (e) As promptly as practicable thereafter, the Issuer shall provide the Trustee documentation satisfactory to the Trustee evidencing payment of Taxes in respect of which the Issuer has paid any Additional Amounts. (f) Copies of such documentation shall be made available to a Holder the Holders or Beneficial Holderany Paying Agent upon request therefor to the Trustee. (g) Notwithstanding the preceding sentences, no such Additional Amounts will (including Taxes payable in respect of such Additional Amounts) be payable in respect of: (i1) Taxes any Tax assessed or imposed on by reason of the applicable recipient or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result beneficial owner of such Holder payment having any actual or Beneficial Holder deemed present or former connection between the recipient or beneficial owner of such payment and a Relevant Taxing Jurisdiction (including, without limitation, being a citizen of, carrying on business or having a permanent establishment in a Relevant Taxing Jurisdiction, being organized under the laws ofof a Relevant Taxing Jurisdiction, having a business office located in, being an actual or being a deemed resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) a Relevant Taxing Jurisdiction or, in the case of a Holder or Beneficial HolderCanada, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal dealing at non-arm’s length (for the purposes of the Income Tax ActAct (Canada)) at with the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time payer of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Documentpayment); (vi2) any Canadian withholding Taxes imposed under on or measured by the applicable recipient or beneficial owner’s net income, capital franchise taxes and branch profits or similar taxes; (3) any estate, inheritance, gift, personal property, sales, use, excise, transfer or other similar Tax Act on imposed with respect to such payment; (4) any amount paid such Taxes that would not have been imposed but for the failure of the applicable recipient or creditedbeneficial owner of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent (a) such compliance is required by Applicable Law or an applicable treaty as a precondition to exemption from, or deemed as paid reduction in the rate of deduction or creditedwithholding of, such Taxes and (b) reasonably in advance of the first Payment Date with respect to which the obligor with respect to a payment shall apply this clause ‎(4), such obligor shall have notified each Holder in writing that taxes will be imposed unless an applicable compliance certification, identification, information, documentation or other reporting requirement is satisfied; (5) any such Taxes required to be withheld by any Holder or Beneficial Holder or recipient by reason paying agent from any payment, if such Tax results from the presentation of such Holder or Beneficial Holder or Note for payment (where presentation is required) and the payment can be made in a commercially reasonable manner without such withholding by the presentation of such Note to any other paying agent with respect to the Notes; (6) 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 applicable recipient (iexcept to the extent that such recipient would have been entitled to Additional Amounts had the Note been presented during such 30-day period); (7) being a “specified non-resident shareholder” any Tax payable other than by withholding or deduction; (as defined 8) any U.S. federal withholding tax; (9) any tax, assessment, withholding or deduction required by FATCA, any current or future Treasury regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in subsection 18(5) any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction pursuant to the implementation of FATCA, or any agreement with the Tax Act) U.S. Internal Revenue Service pursuant to the implementation of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the IssuerFATCA; or (vii10) any combination of the foregoing items (icircumstances described in clauses ‎(1) through (vi‎(9). (c) At least 30 calendar days prior to each date on which , nor will any payment under or Additional Amounts be paid with respect to the Notes any payment to a recipient who is a fiduciary, partnership, limited liability company or any Note Guarantee is due and payable, if Person other than the sole beneficial owner of such payment to the extent that a Payor will be obligated to pay Additional Amounts beneficiary or settlor with respect to such payment (unless fiduciary or a member of such obligation partnership or limited liability company or a beneficial owner would not have been entitled to pay the Additional Amounts arises after had such beneficiary, settlor, member or beneficial owner been in the 35th day prior to the date on which place of such payment is due and payable, in which case it will be promptly thereafter), the Payor will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment daterecipient. (dh) The PayorsIn addition, jointly the Issuer shall pay any and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any all Other Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by imposing such Holder or Beneficial Holder Other Taxes in connection accordance with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause Applicable Law. (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise The obligation to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of pay Additional Amounts hereunder will survive the repayment of the Notes and the sale or transfer of the Notes (or beneficial interests therein) by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such paymentsany investor. (ej) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect For purposes of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as provisions described in this Section 2.5‎Section 2.12, if applicablethe term “applicable recipient” means the direct nominee of any beneficial owner of the relevant Note, which holds such beneficial owner’s interest in such Note.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any Guarantor (each a “Payor”) Issuers make under or with respect to the Notes or any Note Guarantee will that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for or on account of Taxes any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which such Payor any Issuer or Guarantor is organized, resident or carrying on doing business for tax purposes or from or through which such Payor any of the foregoing (or its agents, including the Paying Agent) makes any payment on the Notes or by or within any Note Guarantee or any department or department, political subdivision thereof or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Payor Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereofof law. If a Payor an Issuer, Guarantor or other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note Guarantee, such PayorIssuer or Guarantor, subject to as the exceptions set forth in Section 2.5(b)case may be, will shall pay such additional amounts (“Additional Amounts”) as may be necessary such to ensure that the net amount received in respect of such payment by each Holder or Beneficial Holder beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to in respect of any Additional Amounts payable hereunder but excluding Taxes on net incomeAmounts) will not be less than the amount the Holder or Beneficial Holder, as the case may be, beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will notNone of the Issuers or Guarantors shall, however, pay Additional Amounts in respect or on account of: (i) any Taxes, to the extent such Taxes are imposed or levied by a Relevant Taxing Jurisdiction by reason of the Holder’s or beneficial owner’s present or former connection with such Relevant Taxing Jurisdiction (other than the mere receipt, ownership, holding or disposition of the Notes, or by reason of the receipt of any payments in respect of any Notes or any Guarantee, or the exercise or enforcement of rights under any Notes or any Guarantee); (ii) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or Beneficial beneficial owner of the Notes, following the Issuers’ written request addressed to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements (to the extent such holder or beneficial owner is legally eligible to do so), whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or any Guarantee; (v) any Tax imposed on or with respect to any payment by any of the following Issuers or Guarantors to the Holder if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payment had such beneficial owner been the holder of such Note; (vi) any Tax that is imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment made to a Holder or Beneficial Holder:beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Notes to another paying agent in a member state of the European Union; (ivii) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits any Taxes, in each case (i) 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 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 Holder 30-day period); (viii) any withholding or Beneficial Holder being organized under deduction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the laws ofEuropean Council Directive 2003/48/EC, having a business office located inas amended or supplemented from time to time, including through European Council Directive 2014/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meetings of November 26 and 27, 2000 on the taxation of savings income or any law implementing or complying with, or being a resident introduced in order to conform to, any such Directive; (ix) any U.S. federal withholding Taxes or equivalent thereof imposed pursuant to Sections 1471 through 1474 of the jurisdiction imposing such Tax Internal Revenue Code of 1986 as of the Issue Date (or any political subdivision thereof) amended or (ii) successor version that are Other Connection Taxes; (ii) in the case of a Holder is substantively comparable and not materially more onerous to comply with), any current or Beneficial Holder, withholding Taxes imposed on amounts payable to future regulations promulgated thereunder or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation other official administrative interpretations thereof and any agreements entered into pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iiicurrent Section 1471(b)(1) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture Internal Revenue Code of 1986 as of the Issue Date (i) to a Holder or Beneficial Holder any amended or recipient with which the Payor does not deal at arm’s length successor version described above), and including (for the purposes avoidance of the Tax Actdoubt) at the time of making any intergovernmental agreements (and any law, regulation, rule or practice implementing any such payment or (iiintergovernmental agreement) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuerforegoing; or (viix) any combination of the foregoing items (i) through (vi)foregoing. (c) The Issuers and the Guarantors, if the applicable withholding agent, shall (i) make such withholding or deduction as is required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will the Issuers or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such payment under or with respect to the Notes or any Guarantee is due and payable, in which case it will be promptly thereafter), the Payor will Issuers shall deliver to the Trustee Trustee, with a copy to the Paying Agent, an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set setting forth such other information as is necessary to enable the Trustee Paying Agent to pay such Additional Amounts to the Holders on the payment date. (d) . The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse Trustee shall be entitled to rely solely on such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by Officer’s Certificate as conclusive proof that such payments are necessary. The Issuers shall promptly publish a Relevant Taxing Jurisdiction and payable by notice in accordance with Section 12.02 stating that such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if will be payable and describing the Payor had been required obligation to withhold from pay such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) amounts. In addition, the Payor will Issuers or any Guarantor, as the case may be, shall pay any present or future stamp, issueissuance, registration, court, documentationdocumentary, excise or property taxes or other similar taxes, charges and duties, including any including, without limitation, interest, penalties and any other similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of (i) the execution, issuanceissue, delivery or registration or delivery of the Notes, Notes or any Note Guarantee or any other document or instrument referred to thereunder and any such taxesthereunder, charges or duties imposed by any Relevant Taxing Jurisdiction on (ii) the receipt of any payments made pursuant to under or with respect to, or enforcement of, the Notes or any Note Guarantee Guarantee. Upon written request, any of the Issuers or a Guarantor will furnish to the Trustee or a Holder within a reasonable time certified copies of tax receipts evidencing any payment by such Issuer or Guarantor (as the case may be) of any Taxes imposed or levied by a result ofRelevant Taxing Jurisdiction, in accordance with the procedures described in Section 12.02, in such form as provided in the normal course by the taxing authority imposing such Taxes. If, notwithstanding the efforts of such Issuer or in connection withGuarantor to obtain such receipts, the enforcement same are not obtainable, such Issuer or Guarantor will provide the Trustee or such Holder with other evidence reasonably satisfactory to the Trustee or holder of such payments by such Issuer or Guarantor. If requested by the Trustee, the Issuers and (to the extent necessary) any Guarantors will provide to the Trustee such information as may be reasonably available to such Issuer and the Guarantors (and not otherwise in the possession of the NotesTrustee) to enable determination of the amount of any withholding Taxes attributable to any particular Holder(s). (e) Whenever this Indenture or the Notes refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note Guarantee and/or any other (including payments thereof made pursuant to a Guarantee), such document or instrumentreference includes the payment of Additional Amounts, if applicable. (f) The obligations described under this This Section 2.5 4.12 will survive any termination, defeasance or discharge of this Indenture and will shall apply mutatis mutandis to any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any successor Person to any Payor and to any jurisdiction in which such successor of the Issuers or Guarantors is organized or is otherwise organized, resident or doing business for tax purposes or any jurisdiction from or through which payment is made by any such successor person (or its respective agents. Whenever this Indenture refers to, including the Paying Agent) makes any payment on the Notes (or any Guarantee) and any department, political subdivision or governmental authority of or in any context, of the payment of principal, Premium (if any) and interest or any other amount payable under or with respect foregoing having the power to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicabletax.

Additional Amounts. (a) All payments made by or on behalf the Company in respect of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note Guarantee will shall be made free and clear of of, and without deduction or withholding or deduction for or on account of Taxes any present or future taxes, duties, assessments, or other governmental charges of whatever nature imposed or levied by or on behalf the authorities of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”"WITHHOLDING TAXES"), unless such Payor the Company is required to withhold or deduct Taxes compelled by law to deduct or by withhold such taxes, duties, assessments, or governmental charges. In such event, the interpretation Company shall make such deduction or administration thereof. If a Payor is withholding, make payment of the amount so required to withhold deducted or deduct any amount for or on account of Taxes from any payment made under or with respect withheld to the Notes or any Note Guarantee, such Payor, subject to the exceptions set forth in Section 2.5(b), will appropriate governmental authority and forthwith pay such additional amounts (“Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary such to ensure that the net amount received amounts receivable by the holders of the Notes after such deduction or withholding shall equal the payment which would have been receivable in respect of the Notes in the absence of such payment by each Holder deduction or Beneficial Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required withholding. The Company shall cause to be so withheld or deducted. (b) Notwithstanding Section 2.5(a)delivered, a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than whereor, in the case of notes held by an institution that is holding the foregoing clauses Notes on behalf of a beneficial owner, to use its best efforts to cause the institution to deliver, to the Paying Agent all forms necessary to ensure that a minimal rate of withholding applies to all payments by the Company in respect of the Notes to the holders or beneficial holders of the Notes, such as an IRS Form W-8IMY and any attached IRS Form W-8BEN, or a statement of withholding or allocation, as necessary. Notwithstanding the foregoing, no such Additional Amounts shall be payable: (i) or (ii), the non- arm’s length relationship arises as a result of if such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (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 Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment imposed but for (A) a present or former connection between the jurisdiction imposing the tax or any political subdivision or taxing authority thereof or therein and the holder or beneficial holder of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold relevant Note including, without limitation, a connection arising from such payments holder or to the extent beneficial holder having been a citizen, domiciliary, or resident of such Holder jurisdiction or Beneficial Holder received Additional Amounts with respect to such payments. (e) In additionpolitical subdivision or taxing authority, the Payor will pay any stampbeing organized in such jurisdiction or such political subdivision or taxing authority, issueor having had a permanent establishment, registration, court, documentation, excise branch or other similar taxesfixed place of business therein (but excluding a connection arising solely from such holder or beneficial holder having executed, charges and dutiesdelivered, including any interestperformed its obligations or received payment under the Fiscal Agency Agreement or this Note), penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect or (B) the failure of the execution, issuance, registration holder or delivery beneficial holder of the Notesrelevant Note to comply with any reasonable certification, any Note Guarantee identification or other reporting requirement (or such certifications, identifications or reporting proving to be false or incorrect) concerning the nationality, residence, identity or connection with such jurisdiction, or any other document political subdivision or instrument referred to thereunder and any taxing authority thereof or therein, of such taxesholder or beneficial holder, charges or duties imposed if compliance is required by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes such jurisdiction, or any Note Guarantee political subdivision or taxing authority thereof or therein, as a result of, precondition to exemption from such deduction or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicable.withholding; or

Additional Amounts. (a) All payments made by or on behalf of the Issuer, the Co-Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note Guarantee the Guarantees will be made free and clear of of, and without deduction or withholding or deduction for or on account of, any present or future taxes, duties, assessments or other governmental charges of Taxes imposed whatsoever nature imposed, levied, collected, withheld or levied assessed (collectively, “Taxes”) by the United States, the Netherlands, any other jurisdiction in which the Issuer, the Co-Issuer or any Guarantor is then incorporated, organized, engaged in business for tax purposes, or resident for tax purposes, any jurisdiction from or through which any such payment is made by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision or taxing authority thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless such Payor deduction or withholding is required to withhold by law. (b) In the event such deduction or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account withholding of Taxes from any payment made is required with respect to payments under or with respect to the Notes or by law of any Note Guarantee, such PayorRelevant Taxing Jurisdiction (other than the United States), subject to the exceptions set forth in Section 2.5(b)limitations described below, the Payors will pay such additional amounts (“Additional Amounts”) as may be necessary such in order that every net payment received by the net amount received in respect beneficial owner of such payment by each Holder Note of principal of or Beneficial Holder after such withholding interest or deduction any other amount payable on the Notes (including upon redemption), after deduction or withholding for or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) account of such Taxes, will not be less than the amount the Holder or Beneficial Holder, as the case may be, that would have been received if in respect of such Taxes had not been required payments in the absence of such deduction or withholding for or on account of such Taxes. Payment of Additional Amounts shall be made in accordance with the procedures of any applicable securities depositary. However, the Payors’ obligation to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holdershall not apply to: (i) any Taxes that would not have been so imposed on but for: (A) the existence of any present or measured by net income former connection between such Holder or beneficial owner (however denominated)or between a fiduciary, franchise Taxes settlor, beneficiary, member, partner 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 nominee, a trust, a limited liability company, a partnership, a corporation or other entity) and branch profits Taxesthe Relevant Taxing Jurisdiction, in each case including such Holder or beneficial owner (ior such fiduciary, settlor, beneficiary, member, partner or shareholder or other equity owner or person having such a power) imposed being or having been a citizen or resident or treated as a result resident of the Relevant Taxing Jurisdiction or being or having been engaged in a trade or business in the Relevant Taxing Jurisdiction or having or having had a permanent establishment in the Relevant Taxing Jurisdiction; (B) the failure of such Holder or Beneficial Holder being organized beneficial owner to comply with a request to provide any certification, information or other reporting requirement, if compliance is required under tax laws and regulations of Relevant Taxing Jurisdiction to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the laws of, having a business office located inrequirement to provide an applicable Internal Revenue Service Form W-8 (with any required attachment), or being a resident of the jurisdiction imposing such Tax (any subsequent version thereof or any political subdivision thereof) or (ii) that are Other Connection Taxessuccessor thereto); (ii) in [reserved]; (iii) any Taxes that would not have been so imposed but for the case of a presentation by the Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account beneficial owner of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to Note for payment on a law in effect on date more than 30 days after the date on which such Holder payment became due and payable or Beneficial Holder acquires the date on which payment of the Note is duly provided for and notice is given to such interest in Holders, whichever occurs later, except to the Indenture Obligation; (iii) Taxes attributable to extent that such Holder or Beneficial Holder’s failure beneficial owner would have been entitled to comply with a request from the Trustee to provide a tax exemption certificatesuch Additional Amounts on presenting such Note on any date during such 30-day period; (iv) any withholding Taxes imposed under FATCAestate, inheritance, gift, sales, transfer, personal property, capital gains, wealth or similar Taxes; (v) any Canadian Taxes payable otherwise than by deduction or withholding Taxes imposed under the Tax Act from a payment on such Note or with respect to any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document)note Guarantee; (vi) any Canadian withholding Taxes imposed under payable by a Holder that is not the Tax Act on any amount paid or creditedbeneficial owner of the Note, or deemed as paid that is a fiduciary, partnership, limited liability company or creditedother similar entity, by any Holder but, in each case, only to the extent that a beneficial owner, a beneficiary or Beneficial Holder settlor with respect to such fiduciary or recipient by reason member or partner of such Holder partnership, limited liability company or Beneficial Holder similar entity would not have been entitled to the payment of an additional amount had such beneficial owner, beneficiary, settlor, member or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) partner received directly its beneficial or distributive share of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; orpayment; (vii) any Taxes required to be withheld by any paying agent from any payment on any Note, if such payment can be made without such withholding by at least one other paying agent; (viii) any Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor provision that is substantively comparable), any current or future regulations or official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Internal Revenue Code or any fiscal or regulatory legislation, rule or practice adopted pursuant to any intergovernmental agreement, treaty or convention entered into in connection with the implementation of the foregoing; (ix) any Taxes imposed under or in connection with the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021); or (x) any combination of the foregoing items (i) through ), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix). (c) At least 30 calendar days prior to each date on which For purposes of this Section 2.14, the acquisition, ownership, enforcement, or holding of or the receipt of any payment under or with respect to a Note will not constitute a connection (x) between the Notes Holder or any Note 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 Officer’s Certificate stating that such Additional Amounts will be payable beneficial owner and the amounts so payable United States or (y) between a fiduciary, settlor, beneficiary, member, partner 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 will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment dateUnited States. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder Any reference in this Indenture or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder to principal or Beneficial Holder and (ii) any Taxes levied interest or imposed with respect other payment on the Notes shall be deemed to any reimbursement refer also to Additional Amounts that may be payable under the foregoing clause (i) or provisions of this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments2.14. (e) In additionExcept as specifically provided under this Section 2.14, the Payor Issuer will pay not be required to make any stamppayment with respect to any tax, issueduty, registration, court, documentation, excise assessment or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, governmental charge imposed by any Relevant Taxing Jurisdiction at government or any time political subdivision or taxing authority of or in respect of the executionUnited States, issuance, registration or delivery of the Notes, any Note Guarantee Netherlands or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) Jurisdiction. The foregoing obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such any successor to a Payor is organized or is otherwise considered to be a resident or doing business for tax purposes or any jurisdiction from political subdivision or through which payment is made by such successor taxing authority or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest agency thereof or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicabletherein.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes under the Indenture or pursuant to any Note Guarantee will must be made free and clear of and without withholding or deduction for or on account of Taxes any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of (1) the United States, Germany, Luxembourg, the United Kingdom or any political subdivision or governmental authority thereof or therein having the power to tax, (2) any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee is made, or any department or political subdivision or governmental authority thereof or therein having the power to tax or (each3) any other jurisdiction in which the payor is organized or otherwise considered to be a resident or engaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each a “Relevant Taxing Jurisdiction”), collectively, “Taxes,” unless such Payor the Issuer, relevant Guarantor or other applicable withholding agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If a Payor the Issuer, any Guarantor or other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, the Issuer or such PayorGuarantor, subject to as the exceptions set forth in Section 2.5(b)case may be, will be required to pay such additional amounts (amount — “Additional Amounts”) ” — as may be necessary such so that the net amount (including Additional Amounts) received in respect of such payment by each Holder or Beneficial Holder beneficial owner after such withholding or deduction (including any withholding or deduction attributable to on such Additional Amounts payable hereunder but excluding Taxes on net incomeAmounts) will not be less than the amount the Holder or Beneficial Holder, as the case may be, such beneficial owner would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to payments made to any beneficial owner to the extent such Taxes are imposed by reason of (i) such beneficial owner being considered to be or to have been connected with a Relevant Taxing Jurisdiction, otherwise than by the acquisition, ownership, holding or disposition of the Notes, the enforcement of rights under the Notes or under any Note Guarantee or the receipt of payments in respect of the Notes or any Note Guarantee, or (ii) such beneficial owner not completing any procedural formalities that it is legally eligible to complete and are necessary for the Issuer, a Guarantor or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of a Note or any Note Guarantee, a complete, correct and executed IRS Form W-8 or W-9 or successor form, as applicable, with all appropriate attachments or a comparable form required by another Relevant Taxing Jurisdiction). Further, no Additional Amounts shall be payable with respect to (i) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner holding or owning, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote, (ii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the Code with respect to the Issuer or any Guarantor, (iii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business or (iv) any United States federal tax imposed pursuant to current sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with (collectively, “FATCA”). The Issuer or any Guarantor (as applicable) required to withhold any Taxes will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or any Guarantor (as applicable) will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or such Guarantor (as applicable) of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. No such Additional Amounts shall be payable with respect to the Notes under the Indenture or pursuant to any Note Guarantee where such withholding or deduction is imposed on a payment to an individual and is required to be so withheld made pursuant to the EU Savings Directive on the taxation of savings income or deducted. any law implementing or complying with, or introduced in order to conform to, such Directive. Wherever in the Indenture or the Notes or any Note Guarantee there are mentioned, in any context, (b1) Notwithstanding Section 2.5(a)the payment of principal, (2) purchase prices in connection with a Payor will notpurchase of Notes under the Indenture or the Notes, however, pay Additional Amounts to a Holder (3) interest or Beneficial Holder (4) any other amount payable on or with respect to any of the following Taxes imposed on Notes or with respect any Note Guarantee, such reference shall be deemed to a Holder or Beneficial Holder or required include payment of Additional Amounts as described under this heading to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxesthe extent that, in each case (i) imposed as a result of such Holder context, Additional Amounts are, were or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts would be payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) thereof. At least 30 calendar days prior to each date on which any payment under of principal, premium, if any, or with respect to interest or other amounts on the Notes is to be made (unless such obligation to pay Additional Amounts arises shortly before or any Note Guarantee is due and payableafter the 30th day prior to such date, in which case it shall be promptly thereafter), if the Issuer or a Payor Guarantor will be obligated to pay Additional Amounts with respect to any 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)payment, the Payor Issuer will deliver to promptly furnish the Trustee and the Paying Agent, if other than the Trustee, with an Officer’s Officers’ Certificate stating that such Additional Amounts will be payable and the amounts so payable payable, and will set forth such other information necessary to enable the Trustee or the Paying Agent to pay such Additional Amounts to the Holders on the payment date. . The Issuer or a Guarantor (das applicable) The Payorswill pay to the Trustee or the Paying Agent such Additional Amounts and, jointly and severallyif paid to a Paying Agent other than the Trustee, will indemnify and hold harmless shall promptly provide the Trustee with documentation evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor request. The Issuer will pay any present stamp, issuecourt or documentary taxes, registrationor any other excise, court, documentation, excise property or other similar taxes, charges and duties, or levies (including any interestpenalties, penalties and any similar interest or other liabilities with respect related thereto, imposed by ) which arise in any Relevant Taxing Jurisdiction at any time in respect of from the execution, issuance, delivery and registration or delivery of Notes upon original issuance and initial resale of the NotesNotes or any other document or instrument referred to therein or in connection with any payment with respect to, or enforcement of, the Notes or any Note Guarantee or any other document or instrument referred to thereunder and herein or therein. If at any such time the Issuer changes its place of organization to outside of the United States or there is a new issuer organized outside of the United States, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or duties imposed levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by any Relevant Taxing Jurisdiction on any payments made pursuant to the Holders of the Notes in respect of the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) instrument referred to therein under any law, rule or regulation in effect at the time of such change or thereafter. The foregoing obligations described under in this Section 2.5 Paragraph 2 will survive any termination, defeasance or discharge of the Indenture. References in this Indenture and will Paragraph 2 to the Issuer or any Guarantor shall apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if anysuccessor(s) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicablethereto.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any Guarantor (each a “Payor”) Issuers make under or with respect to the Notes or any Note Guarantee will that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for or on account of Taxes any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which such Payor any Issuer or Guarantor is organized, resident or carrying on doing business for tax purposes or from or through which such Payor any of the foregoing (or its agents, including the Paying Agent) makes any payment on the Notes or any Note Guarantee by or within any department or political subdivision thereof or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Payor Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereofof law. If a Payor an Issuer, Guarantor or other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note Guarantee, such PayorIssuer or Guarantor, subject to as the exceptions set forth in Section 2.5(b)case may be, will shall pay such additional amounts (“Additional Amounts”) as may be necessary such to ensure that the net amount received in respect of such payment by each Holder or Beneficial Holder beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to in respect of any Additional Amounts payable hereunder but excluding Taxes on net incomeAmounts) will not be less than the amount the Holder or Beneficial Holder, as the case may be, beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will notNone of the Issuers or Guarantors shall, however, pay Additional Amounts in respect or on account of: (i) any Taxes, to the extent such Taxes are imposed or levied by a Relevant Taxing Jurisdiction by reason of the Holder’s or beneficial owner’s present or former connection with such Relevant Taxing Jurisdiction (other than the mere receipt, ownership, holding or disposition of the Notes, or by reason of the receipt of any payments in respect of any Notes or any Guarantee, or the exercise or enforcement of rights under any Notes or any Guarantee); (ii) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or Beneficial beneficial owner of the Notes, following the Issuers’ written request addressed to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements (to the extent such holder or beneficial owner is legally eligible to do so), whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or any Guarantee; (v) any Tax imposed on or with respect to any payment by any of the following Issuers or Guarantors to the Holder if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payment had such beneficial owner been the holder of such Note; (vi) any Tax that is imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment made to a Holder or Beneficial Holder:beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Notes to another paying agent in a member state of the European Union; (ivii) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits any Taxes, in each case (i) 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 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 Holder 30-day period); (viii) any withholding or Beneficial Holder being organized under deduction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the laws ofEuropean Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meetings of November 26 and 27, having a business office located in2000 on the taxation of savings income or any law implementing or complying with, or being a resident introduced in order to conform to, any such Directive; (ix) any U.S. federal withholding Taxes or equivalent thereof imposed pursuant to Sections 1471 through 1474 of the jurisdiction imposing such Tax Internal Revenue Code of 1986 as of the Issue Date (or any political subdivision thereof) amended or (ii) successor version that are Other Connection Taxes; (ii) in the case of a Holder is substantively comparable and not materially more onerous to comply with), any current or Beneficial Holder, withholding Taxes imposed on amounts payable to future regulations promulgated thereunder or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation other official administrative interpretations thereof and any agreements entered into pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iiicurrent Section 1471(b)(1) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture Internal Revenue Code of 1986 as of the Issue Date (i) to a Holder or Beneficial Holder any amended or recipient with which the Payor does not deal at arm’s length successor version described above), and including (for the purposes avoidance of the Tax Actdoubt) at the time of making any intergovernmental agreements (and any law, regulation, rule or practice implementing any such payment or (iiintergovernmental agreement) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuerforegoing; or (viix) any combination of the foregoing items (i) through (vi)foregoing. (c) The Issuers and the Guarantors, if the applicable withholding agent, shall (i) make such withholding or deduction as is required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will the Issuers or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such payment under or with respect to the Notes or any Guarantee is due and payable, in which case it will be promptly thereafter), the Payor will Issuers shall deliver to the Trustee Trustee, with a copy to the Paying Agent, an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set setting forth such other information as is necessary to enable the Trustee Paying Agent to pay such Additional Amounts to the Holders on the payment date. (d) . The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse Trustee shall be entitled to rely solely on such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by Officer’s Certificate as conclusive proof that such payments are necessary. The Issuers shall promptly publish a Relevant Taxing Jurisdiction and payable by notice in accordance with Section 12.02 stating that such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required will be payable and describing its obligations to withhold from pay such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) amounts. In addition, the Payor will Issuers or any Guarantor, as the case may be, shall pay any present or future stamp, issueissuance, registration, court, documentationdocumentary, excise or property taxes or other similar taxes, charges and duties, including any including, without limitation, interest, penalties and any other similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of (i) the execution, issuanceissue, delivery or registration or delivery of the Notes, Notes or any Note Guarantee or any other document or instrument referred to thereunder and any such taxesthereunder, charges or duties imposed by any Relevant Taxing Jurisdiction on (ii) the receipt of any payments made pursuant to under or with respect to, or enforcement of, the Notes or any Note Guarantee Guarantee. Upon written request, any of the Issuers or a Guarantor will furnish to the Trustee or a Holder within a reasonable time certified copies of tax receipts evidencing any payment by such Issuer or Guarantor (as the case may be) of any Taxes imposed or levied by a result ofRelevant Taxing Jurisdiction, in accordance with the procedures described in Section 12.02, in such form as provided in the normal course by the taxing authority imposing such Taxes. If, notwithstanding the efforts of such Issuer or in connection withGuarantor to obtain such receipts, the enforcement same are not obtainable, such Issuer or Guarantor will provide the Trustee or such Holder with other evidence reasonably satisfactory to the Trustee or holder of such payments by such Issuer or Guarantor. If requested by the Trustee, the Issuers and (to the extent necessary) any Guarantors will provide to the Trustee such information as may be reasonably available to such Issuer and the Guarantors (and not otherwise in the possession of the NotesTrustee) to enable determination of the amount of any withholding Taxes attributable to any particular Holder(s). (e) Whenever this Indenture or the Notes refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note Guarantee and/or any other (including payments thereof made pursuant to a Guarantee), such document or instrumentreference includes the payment of Additional Amounts, if applicable. (f) The obligations described under this This Section 2.5 4.12 will survive any termination, defeasance or discharge of this Indenture and will shall apply mutatis mutandis to any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any successor Person to any Payor and to any jurisdiction in which such successor of the Issuers or Guarantors is organized or is otherwise organized, resident or doing business for tax purposes or any jurisdiction from or through which payment is made by any such successor person (or its respective agents. Whenever this Indenture refers to, including the Paying Agent) makes any payment on the Notes (or any Guarantee) and any department, political subdivision or governmental authority of or in any context, of the payment of principal, Premium (if any) and interest or any other amount payable under or with respect foregoing having the power to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicabletax.

Additional Amounts. (a) All payments made by or on behalf the Issuer in respect of the Issuer notes or any Guarantor (each under a “Payor”) under or with respect to Note Guarantee, as the Notes or any Note Guarantee case may be, will be made free and clear of of, and without withholding or deduction for or on account of, any present or future tax, duty, assessment or other governmental charge of Taxes imposed whatever nature, including penalties, interest and other liabilities related thereto, imposed, levied, collected, withheld or levied assessed by or on behalf of any taxing jurisdiction in which such Payor the Issuer or any Guarantor (including successor) is organized, then incorporated or resident or carrying on business for tax purposes or purposes, any taxing jurisdiction from or through which such Payor (or its agents) makes any payment on in respect of the Notes or any under a Note Guarantee is made or any department or political subdivision thereof or therein (each, a hereafter “Relevant Taxing JurisdictionTaxes”), unless such Payor withholding or deduction is required to withhold or deduct Taxes by law or by the interpretation or administration thereoflaw. If a Payor any such withholding or deduction is so required to withhold by law, the Issuer or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guaranteerelevant Guarantor, such Payor, subject to as the exceptions set forth in Section 2.5(b)case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary such that will result in receipt by the net amount received in respect holders of Notes of such payment amounts as would have been received by each Holder or Beneficial Holder after them had no such withholding or deduction (including any deduction or withholding in respect of payments of Additional Amounts) been required, except that no Additional Amounts will be payable with respect to a payment made to a Holder or Beneficial Owner of Notes for or in respect of: (a) Taxes imposed as a result of any of the following circumstances: (1) the existence of any present or former connection between such Holder or Beneficial Owner of Notes and the jurisdiction imposing such tax (including without limitation, by virtue of the holder or Beneficial Owner carrying on a business or having a place of business in such jurisdiction), other than merely holding or ownership of, or receiving payments under such Note or Note Guarantee or exercising or enforcing any rights thereunder; (2) if the Notes are held in definitive registered form (“Definitive Registered Notes”) and the presentation of Definitive Registered Notes (where presentation is required) for payment had occurred after 30 days after the date of such payment was due and payable or was provided for, whichever is later, except for Additional Amounts with respect to taxes that would have been imposed had the Holder presented the Note for payment within such 30-day period; (3) the Holder or Beneficial Owner of a Note not dealing at arm’s length, within the meaning of the Income Tax Act (Canada), with the Issuer or a relevant Guarantor at the relevant time; (b) any estate, inheritance, gift, sales, transfer, personal property or similar tax; or (c) any Taxes, deduction or withholding imposed by reason of the failure of the Holder or Beneficial Owner of a Note to comply with certification, information or other reporting requirements after receiving a reasonable written advance request from the Issuer or a relevant Guarantor to so comply, if such compliance is required or imposed by a statute, treaty or regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction in all or part of such Taxes, deduction or withholding, in each case except where such Holder or Beneficial Owner is not legally able to so comply. The Issuer or relevant Guarantor will (1) make such withholding or deduction attributable and (2) remit the full amount deducted or withheld to Additional Amounts payable hereunder but excluding the relevant authority in accordance with applicable law. The Issuer or relevant Guarantor will make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from the relevant taxing authority. The Issuer will furnish to the Holders of the Notes, within 60 days after the date the payment of any Taxes on so deducted or withheld is due pursuant to applicable law, either certified copies of tax receipts evidencing such payment or, if such receipts are not obtainable, other evidence of such payments. In addition, the Issuer and the Guarantors will indemnify and hold harmless each Holder and, upon written request of any Holder (subject to the exclusions set forth in clauses (a) through (c) of this Section 4.21 and provided that reasonable supporting documentation is provided), reimburse such holder for the amount of (i) any such Taxes levied or imposed as a result of payments made under or with respect to the Notes (including payments under this clause (i)); and (ii) any Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i), so that the net income) amount received by such holder after such reimbursement will not be less than the net amount the such Holder or Beneficial Holder, as the case may be, would have received if Taxes on such Taxes reimbursement had not been required to be so withheld levied or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a imposed. Any payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay paragraph will be an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) Additional Amount. At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor the Issuer or relevant Guarantor 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)payment, the Payor Issuer or relevant Guarantor will deliver to the Trustee trustee an Officer’s Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee paying agent to pay such Additional Amounts to the Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for . Whenever in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor there is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers tomentioned, in any context, the payment of principalamounts based upon the principal of, Premium (premium, Special Interest, if any) and , interest or any other amount payable under or with respect to any NoteNote or Note Guarantee, such reference shall mention will be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or indemnification would be payable in respect thereof. In addition, the Issuer or relevant Guarantor will pay any stamp, issue, registration, documentary, value added or other similar taxes and other duties (including interest and penalties) (“Other Taxes”) with respect to enforcement of or payments as described in this Section 2.5respect of a Note Guarantee, if applicablein respect of the creation, issue, offering, registration, execution or enforcement of the Notes, or any documentation with respect thereto and the Issuer and each Guarantor will indemnify the holders for any Other Taxes paid by such Holders. The foregoing obligations shall survive any termination, defeasance or satisfaction and discharge of the Notes.

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 Guarantor successor thereto (each each, a “Payor”) under or with respect to the Notes or any Note Guarantee will shall be made free and clear of of, and without withholding or deduction for for, or on account of, any present or future taxes, levies, duties, imposts, assessments or other governmental charges, including any interest, additions to tax and penalties related thereto (collectively, “Taxes”), unless such withholding or deduction is required by applicable law. If any Payor, or any other applicable withholding agent, is required to withhold or deduct any amount in respect of Taxes any payment made in respect of the Notes or any Guarantee with respect to any Tax imposed or levied by or on behalf of any jurisdiction in which such any Payor is is, at any time, organized, resident or carrying on doing business for tax purposes purposes, or any jurisdiction from or through which such any Payor or any paying agent (or its agentson behalf of any Payor) makes any payment payments on the Notes or any Note Guarantee or Guarantee, or, in each case, any department governmental authority or political subdivision thereof or therein having the power to tax (each, a “Relevant Taxing Tax Jurisdiction”), unless such the Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, such Payorwill, subject to the exceptions and limitations set forth in Section 2.5(b)below, will pay such additional amounts (“Additional Amounts”) as may be are necessary such so that the net payment received by a beneficial owner of the Notes (including any Additional Amounts), after withholding or deduction for any Taxes of any Relevant Tax Jurisdiction (including in respect of any Additional Amounts) will equal the amount such beneficial owner would have received in respect of such payment by each Holder or Beneficial Holder after had no such withholding or deduction (including withholding or deduction attributable been required. A Payor’s obligation to pay Additional Amounts payable 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, member or shareholder of the holder if the holder is an estate, trust, 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 but excluding Taxes on net income) will not be less than or thereunder), including being or having been a citizen or resident of the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted.Relevant Tax Jurisdiction; (b) Notwithstanding Section 2.5(ato any Taxes that are imposed or 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 beneficial owner is legally eligible to satisfy such requirements, exemptions or reductions), in each case, if compliance with such action is required as a precondition to exemption from, or reduction in, such Tax by a Relevant Tax Jurisdiction; (c) to any Taxes that are imposed other than by withholding or deduction by a Payor will not, however, pay Additional Amounts to or other applicable withholding agent in respect of a Holder or Beneficial Holder payment with respect to the Notes or any Guarantee; (d) to any estate, inheritance, gift, sales, transfer, wealth or similar Taxes; (e) to any Taxes that are imposed as a result of the following presentation of a Note for payment (where presentation is required) more than 30 days after the relevant 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-day period); (f) [reserved]; (g) to any Tax imposed pursuant to current Sections 1471 through 1474 of 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 or official interpretations thereof, any agreement entered into pursuant to current Section 1471(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 Holder fiduciary, partnership, limited liability company or Beneficial Holder or required to be withheld or deducted from a 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 Holder result of clauses (a)-(g) or Beneficial Holder:(i) of this Section 4.19; or (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing above items (i) through the foregoing Taxes described in clauses (via)-(i). (c) , “Excluded Taxes”). At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (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 Officer’s Certificate 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 holders on the payment date. (d) . The Payorsapplicable Payor, jointly and severallyif it is the applicable withholding agent, will indemnify make any required withholding or deduction and hold harmless remit the Holders and Beneficial Holders full amount deducted or withheld to the Relevant Tax Jurisdiction in accordance with applicable law. The Issuer will provide the Trustees (and, upon written request request, any holders or beneficial owners of any Holder the Notes) with official receipts or Beneficial Holder, reimburse such Holder or Beneficial Holder for other documentation evidencing the amount payment of (i) any the Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if are paid. The Issuer and the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor Guarantors will pay and indemnify each holder of Notes for any present or future stamp, court, issue, registrationregistration or documentary Taxes or any other excise, court, documentation, excise property or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed Taxes that are levied by any Relevant Taxing Tax Jurisdiction at any time from the execution, delivery, enforcement or registration of the Notes (other than in respect of a transfer of a Note, to someone other than the executionIssuer or its Affiliates, issuance, registration or delivery that occurs after the sale of such Note to an investor pursuant to the offering of the Notes), any Note Guarantee the Guarantees, this Indenture or any other document or instrument referred to thereunder and any such taxesin relation thereof, charges or duties imposed by any Relevant Taxing Jurisdiction on the receipt of any payments made pursuant with respect to the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments with respect thereto, to any such Taxes levied by a Relevant Tax Jurisdiction that are not excluded under clauses (a), (b) and (d) through (h) or as any combination thereof). Whenever in this Indenture there is mentioned in any context: the payment of principal, redemption prices or purchase prices in connection with a result ofredemption or purchase of Notes, interest, or in connection with, the enforcement any other amount payable with respect to any of the NotesNotes or any Guarantee, any Note Guarantee and/or any other such document reference shall be deemed to include payment of Additional Amounts as described under this Section 4.19 to the extent that, in such context, Additional Amounts are, were or instrument. (f) would be payable in respect thereof. The obligations described under this Section 2.5 4.19 will survive any termination, defeasance or discharge of this Indenture Indenture, and any transfer by a holder or beneficial owner of its Notes and will apply mutatis mutandis to any successor Person Person, to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicable.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note a Guarantee will be made free and clear of of, and without withholding or deduction for or on account of Taxes of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of the government of the countries in which each of the Issuer, the relevant Guarantor and, in each case, any successor thereof (each, a “Payor”) is organized, or any other jurisdiction in which such the relevant Payor is organized, organized or is otherwise resident or carrying on business for tax purposes purposes, or any jurisdiction from or through which such Payor (or its agents) makes payment is made, in each case, including any payment on the Notes political subdivision or any Note Guarantee authority or any department agency therein or political subdivision thereof having power to tax (each, each a “Relevant Taxing Jurisdiction”), unless such the relevant Payor is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note a Guarantee, as applicable, such Payor, subject Payor will be required to the exceptions set forth in Section 2.5(b), will pay such additional amounts (“Additional Amounts”) as may be necessary such so that the net amount received in respect of such payment by each Holder or Beneficial Holder any holder after such withholding or deduction (including any such withholding or deduction attributable to in respect of such Additional Amounts payable hereunder but excluding Taxes on net incomeAmounts) will not be less than equal to the amount the Holder or Beneficial Holder, as the case may be, holder would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (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 Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause foregoing obligation to pay Additional Amounts does not apply to: (d1) shall not extend to any Taxes for which the applicable Holder or Beneficial Holder that would not have been eligible to receive payment so imposed but for the existence of Additional Amounts hereunder by virtue any present or former connection between the relevant holder or beneficial owner of clauses a Note (i) through (vii) or between a fiduciary, settlor, member, partner or shareholder of, or possessor of Section 2.5(b) power over the relevant holder, if the Payor had been required to withhold from such payments relevant holder is an estate, nominee, trust, partnership or to corporation) and the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the executionincluding, issuancewithout limitation, registration such holder or delivery of the Notesbeneficial owner being or having been a domiciliary, any Note Guarantee national or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result ofresident thereof, or being or having been present or engaged in a trade or business therein or having had a permanent establishment or fixed based therein (other than a connection withresulting from the mere receipt of such payment, the ownership or holding of such Note or enforcement of rights thereunder or under the Notes, any Note Guarantee and/or any other such document or instrument.Guarantee); (f2) The obligations described under this Section 2.5 will survive any terminationestate, defeasance inheritance, gift, sales, excise, transfer, personal property tax or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized similar tax, assessment or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicable.governmental charge;

Additional Amounts. (a) All With respect to any payments made by or on the behalf of the Issuer or a Guarantor in respect of the Notes or any Guarantee of the Notes, as applicable, the Issuer or such Guarantor will make all payments of principal of, premium, if any, and interest on (whether on scheduled payment dates or upon acceleration) and the Redemption Price, if any, payable in respect of any Note without deduction or withholding for or on account of any present or future tax, duty, levy, import, assessment or other governmental charge (including penalties, interest and other liabilities related thereto (“Taxes”) imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which the Issuer or such Guarantor is incorporated or organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any political subdivision thereof or taxing authority therein and any jurisdiction through which any payment is made on behalf of the Issuer or any Guarantor (each a “Payor”) under or with respect to including the Notes or any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of Taxes imposed or levied by or on behalf jurisdiction of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agentsPaying Agent) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), upon or as a result of such payments, unless such Payor is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. If a Payor is To the extent that any such Taxes are so required to withhold levied or deduct any amount for imposed, the Issuer or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, such Payor, subject to the exceptions set forth in Section 2.5(b), Guarantor will pay such additional amounts (“Additional Amounts”) as may be necessary such in order that the net amount received in respect of such payment by each Holder or Beneficial Holder after such withholding or deduction (including Additional Amounts), after withholding for or deduction attributable to Additional Amounts payable hereunder but excluding on account of such Taxes on net income) imposed upon or as a result of such payment, will not be less than the amount the Holder or Beneficial Holder, as the case may be, that would have been received if had such Taxes had taxes not been required to be so withheld imposed or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay levied; except that no such Additional Amounts shall be payable with respect to a payment made to a Holder or Beneficial beneficial owner of a Note: (1) to the extent that such Taxes would not have been so imposed, levied or assessed but for the existence of some connection between such Holder with respect or beneficial owner of such Note and the Taxing Jurisdiction imposing such Taxes other than the mere holding or enforcement of such Note or receipt of payments thereunder; or (2) to any the extent that such Taxes would not have been so imposed, levied or assessed but for the failure of the following Taxes Holders or beneficial owners of such Note to comply with a reasonable written request by the Issuer (or its agent) to make a valid declaration of non-residence or any other claim or filing for exemption to which it is entitled (but only to the extent it is legally entitled to do so); or (3) that presents such Note for payment (where presentation is required) more than 30 days after the date on which such payment became due and payable or the date on which payment of the Note is duly provided for and notice is given to Holders, whichever occurs later, except to the extent that the Holder or beneficial owner of such Note would have been entitled to such Additional Amounts on presenting such Note on any date during such 30-day period; or (4) where such withholding or deduction is imposed on a payment to or with respect to a Holder or Beneficial Holder or for an individual and is required to be withheld made pursuant to Council Directive 2003/48/EC on the taxation of savings income or deducted from a payment any law implementing or complying with, or introduced in order to a Holder or Beneficial Holder:conform to, such Directive; or (i5) Taxes imposed that presents such Note for payment (where presentation is required) by or on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result behalf of the Holders of such Holder Note to any Paying Agent if such withholding or Beneficial Holder being organized under the laws of, having deduction of such Taxes could have been avoided by presenting such Note to another Paying Agent in a business office located in, or being a resident member state of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection TaxesEuropean Union; (ii6) in the case of a Holder payment made by or Beneficial Holderon behalf of a Guarantor organized under the laws of the United States, withholding Taxes imposed on amounts payable to any state thereof or for the account District of such Holder or Beneficial Holder Columbia, with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any United States withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or creditedtaxes, or deemed so long as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or such Guarantors (ii) not dealing at arm’s length (for the purposes pursuant to Section 1.06 of the Tax ActOriginal Indenture) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuerprovides reasonable notice regarding potential United States withholding taxes and requests Holders and beneficial owners to provide applicable U.S. tax forms; or (vii7) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which above. As used herein and for purposes of the Indenture and the Notes, any payment under or with respect reference to the principal of and interest on the Notes or any Note Guarantee is due and payablethe Redemption Price, if any, shall be deemed to include a Payor will be obligated reference to pay any related Additional Amounts with payable in respect to of 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 amounts. The Issuer will be promptly thereafter), the Payor will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will also pay any stamp, issue, registration, court, documentation, excise or property taxes and any other similar taxes, charges and duties, levies (including any interest, interest and penalties and any similar liabilities with respect related thereto, ) imposed by any Relevant Taxing Jurisdiction at any time in respect of on the execution, issuancedelivery, registration or delivery enforcement of any of the Notes, any Note Guarantee the Guarantees, the Indenture or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrumenttherein. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicable.

Additional Amounts. (a) All payments made by or on behalf of any of the Issuer or any Guarantor (each a “Payor”) Guarantors under or with respect to the Notes or any and the Note Guarantee Guarantees will be made free and clear of and without withholding or deduction for for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest related thereto) (“Taxes”) unless the withholding or deduction of such Taxes is then required by law or by the official interpretation or administration thereof. If, with respect to a Guarantor, any withholding or deduction for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction (other than the United States) in which such Payor Guarantor is then incorporated, organized, engaged in business or resident or carrying on business for tax purposes purposes, or any political subdivision or governmental authority thereof or therein having power to tax or (ii) any jurisdiction (other than the United States) from or through which payment is made by or on behalf of such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof Guarantor (each, a “Relevant Taxing Tax Jurisdiction”), unless such Payor is will at any time be required to withhold or deduct Taxes be made from any payments made by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account behalf of Taxes from any payment made under or such Guarantor with respect to the Notes or any its Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, such Payor, subject to the exceptions set forth in Section 2.5(b), Guarantor will pay such additional amounts (the “Additional Amounts”) as may be necessary such in order that the net amount amounts received in respect of such payment payments by each Holder or Beneficial Holder (including payments of Additional Amounts) after such withholding or deduction will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (including 1) any Taxes that would not have been imposed but for the Holder or beneficial owner of the Notes being a citizen, resident or national of, incorporated in or carrying on a business in the relevant Tax Jurisdiction in which such Taxes are imposed, or having any other present or former connection with the relevant Tax Jurisdiction in which such Taxes are imposed other than by the mere acquisition or holding of any Note or the enforcement or receipt of payment under or in respect of any Note or any Note Guarantee; (2) any Taxes imposed or withheld as a result of the failure of the Holder or beneficial owner of the Notes to comply with any written request, made to the Holder or beneficial owner in writing at least 90 days before any such withholding or deduction attributable would be made, by the Issuer or any of the Guarantors to provide timely or accurate information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any certification information or other reporting requirements (to the extent such 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 all or part of such Taxes; (3) any Taxes that are imposed or withheld as a result of the presentation of any Note for payment (where Notes are in the form of definitive notes and 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 payable hereunder but excluding Taxes had the Note been presented on net income) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if last day of such Taxes had not been required to be so withheld or deducted.30 day period); (b4) Notwithstanding Section 2.5(a)any estate, a Payor will notinheritance, howevergift, pay Additional Amounts to a Holder sales, use, transfer, personal property or Beneficial Holder similar Taxes; (5) any Taxes which are payable otherwise than by deduction or withholding from payments made under or with respect to any of the following Note Guarantee; (6) any Taxes that were imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes and the Note Guarantees to any Holder of a Note who is a fiduciary or partnership or Person other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a partner of such partnership or a beneficial owner would be required to include such payment in its income under the laws of the relevant Tax Jurisdiction and would not have been entitled to receive payment of the Additional Amounts had the beneficiary, settlor, partner or beneficial owner been the Holder of such Note; (7) any Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the Issue Date (or any amended or successor version of such sections 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 with respect to the foregoing or any law or regulation adopted pursuant to any such intergovernmental agreement, or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or (8) any combination of items (1) through (7) above. In addition to the foregoing, the Foreign Guarantors will, jointly and severally, pay and indemnify the Holders for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise, property or similar taxes levied by any Tax Jurisdiction on or in connection with the execution, delivery, registration or enforcement of the Note Guarantee is due Guarantees provided by the Foreign Guarantors or with respect to any payment to a Holder of Notes thereunder (limited, solely in the case of taxes attributable to the receipt of any payments with respect thereto, to any such taxes that are not excluded under clauses (1) through (4) and payable, if a Payor (6) through (7) or any combination thereof). If the Issuer or any Guarantor becomes aware that any Guarantor will be obligated to pay Additional Amounts with respect to such any payment under or with respect to any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date at least 30 days prior to the date of payment (unless such the obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such that payment is due and payabledate, in which case it will be the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter), the Payor will deliver to the Trustee ) an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable and will payable. The Officer’s Certificate must also set forth such any other information reasonably necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. (d) . The Payors, jointly Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The relevant Guarantor will make all deductions and severally, withholding of Taxes required by law and will indemnify and hold harmless remit the Holders and Beneficial Holders and, upon written request full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each relevant Tax authority evidencing the payment of any Holder Taxes so deducted or Beneficial Holderwithheld. Upon written request, reimburse such Holder or Beneficial Holder for the amount relevant Guarantor will furnish to the Holders, within 60 days after the date the payment of (i) any Taxes levied so deducted or imposed withheld is made, certified copies of Tax receipts evidencing payment by a Relevant Taxing Jurisdiction and payable the Guarantor, or if, notwithstanding such Guarantor’s efforts to obtain receipts, receipts are not obtained, other evidence of payments by such Holder Guarantor. Whenever this Indenture mentions the payment of amounts based on the principal amount, interest or Beneficial Holder in connection with payments made under any other amount payable under, or with respect to, any Note Guarantee, such mention shall be deemed to include the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent that, in such Holder or Beneficial Holder received context, Additional Amounts with respect to such payments. (e) In additionare, the Payor will pay any stamp, issue, registration, court, documentation, excise were or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time would be payable in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) thereof. The above obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply apply, mutatis mutandis mutandis, to any jurisdiction in which any successor Person to any Payor and to any jurisdiction Guarantor is then incorporated, organized, engaged in which such successor is organized business or is otherwise resident or doing business for tax purposes purposes, or any political subdivision or governmental authority thereof or therein having power to tax or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in on behalf of any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicableGuarantor.

Additional Amounts. (a) All payments made by or on behalf of If the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor Company (or its agentsa Guarantor, if any) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless such Payor other applicable withholding agent is required to withhold or deduct Taxes by law to deduct or withhold taxes imposed by the interpretation Bermuda or administration thereof. If a Payor is so required another Relevant Tax Jurisdiction on payments to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note GuaranteeHolders, such Payor, subject to the exceptions set forth in Section 2.5(b), it will pay such to any Holder so entitled all additional amounts (“Additional Amounts”) as that may be necessary such so that the net every Net Payment of interest, principal, premium or other amount received in respect of such payment by each Holder the beneficial owner on that Note or Beneficial Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) the guarantee will not be less than the amount provided for in that Note or the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deductedNote Guarantee. (ba) Notwithstanding Section 2.5(a)The Company (and Guarantors, a Payor if any) will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holderalso indemnify and reimburse Holders for: (i1) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (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 Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and related expenses) imposed on the Holders (or if a Holder is not the beneficial owner, the beneficial owner) by a Relevant Tax Jurisdiction if and to the same extent that a Holder would have been entitled to receive additional amounts if the Company (or a Guarantor) or other applicable withholding agent had been required to deduct or withhold those taxes from payments on the Notes or the Note Guarantees; and (2) Stamp, court, documentary or similar taxes or charges (including any similar liabilities with respect theretointerest, penalties and related expenses) imposed by a Relevant Tax Jurisdiction in connection with the execution, delivery, enforcement or registration of the Notes or the Note Guarantees or other related documents and obligations. (b) The Company (or a Guarantor) will not pay additional amounts to any Relevant Taxing Jurisdiction Holder for or on account of any of the following: (1) Any tax, assessment or other governmental charge imposed solely because at any time in respect there is or was a connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of or possessor of power over the relevant holder if the holder is an estate, nominee, trust, partnership, limited liability company, or corporation) and the Relevant Tax Jurisdiction imposing the tax (other than the mere receipt of a payment or the acquisition, ownership, disposition or holding of, or enforcement of rights under, a Note or the Note Guarantees); (2) Any estate, inheritance, gift or any similar tax, assessment or other governmental charge; (3) Any tax, assessment or other governmental charge imposed solely because such Holder (or if such Holder is not the beneficial owner, the beneficial owner) fails to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the taxing jurisdiction of such Holder or any beneficial owner of the executionNote or the Note Guarantees, issuanceif compliance is required by law or by an applicable income tax treaty to which the jurisdiction imposing the tax is a party, registration as a precondition to an exemption from the tax, assessment or delivery other governmental charge for which such Holder is eligible and the Company (or a Guarantor) has given the Holders at least 60 days’ notice that Holders will be required to provide such information and identification; (4) Any tax, assessment or other governmental charge with respect to a Note or a Note Guarantee presented for payment more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for and notice thereof given to Holders, whichever occurs later, except to the extent that such Holder of the Notes, any Note Guarantee or any other document or instrument referred would have been entitled to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction additional amounts on presenting the Note for payment on any payments date during the 30-day period; and (5) Any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to the Notes European Union Directive on the taxation of savings income, which was adopted by the ECOFIN Council on June 3, 2003, or any Note Guarantee law implementing or as a result ofcomplying with, or introduced in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis order to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers conform to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicableDirective.

Additional Amounts. (a) All payments made by If provided in or on behalf of pursuant to the Issuer or any Guarantor (each a “Payor”) under or related Series Authorization with respect to Securities of any series, all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Notes Securities of such series or any Note Guarantee will Coupon appertaining thereto shall be made free and clear of and without withholding or deduction for at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of Taxes whatever nature imposed or levied by or on behalf of any the jurisdiction in which such Payor the Company is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof then organized (each, a “Relevant Taxing Jurisdictiontaxing jurisdiction”)) or any political subdivision or taxing authority thereof or therein, unless such Payor is taxes, fees, duties, assessments or governmental charges are required to withhold be withheld or deduct Taxes deducted by law (i) the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by the interpretation a taxing authority in a taxing jurisdiction or administration any political subdivision thereof). If a Payor withholding or deduction at source is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to required, the Notes or any Note Guarantee, such PayorCompany shall, subject to the certain limitations and exceptions set forth in Section 2.5(b)below, will pay to the Holder of any such additional amounts (“Security or any Coupon appertaining thereto such Additional Amounts”) Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such that the net amount received in respect of such payment by each Holder or Beneficial Holder Holder, after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will deduction, shall not be less than the amount the Holder or Beneficial Holderprovided for in such Security, as the case may be, would have received if such Taxes had not been required any Coupons appertaining thereto and this Indenture to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is then 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 Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) Company shall not extend be required to Taxes make payment of such Additional Amounts for or on account of: (1) any tax, fee, duty, assessment or governmental charge of whatever nature which the applicable Holder or Beneficial Holder would not have been eligible imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security; (B) presented such Security for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security more than thirty (30) days after the date on which the payment in respect of such Security first became due and payable or provided for, whichever is later, except to receive the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within such period of thirty (30) days; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of such Security to comply with any reasonable request by the Company addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of items (1), (2) and (3); nor shall Additional Amounts be paid with respect to any payment of Additional Amounts hereunder by virtue the principal of, or premium, if any, interest or any other amounts on, any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or Security to the extent such Holder payment would be required by the laws of the relevant taxing jurisdiction (or Beneficial Holder received Additional Amounts any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such payments. (e) In addition, fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect Holder of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or Security. Whenever in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor there is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers tomentioned, in any context, the payment of principalthe principal of or any premium, Premium (if any) and interest or any other amount payable under amounts on, or with in respect to of, any NoteSecurity of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such reference mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or indemnification payments pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the related Series Authorization of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 2.510.4. If any such withholding shall be required, then such Officers’ Certificate shall specify by taxing jurisdiction the amount, if applicableany, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by this Section 10.4. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.4.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of, any present or future tax, duty, levy, assessment or other governmental charge, including any related interest, penalties or additions to tax ("Taxes") unless the withholding or deduction of such Taxes is then required by law or by the official interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction under the laws of which the Issuer or any Guarantor is then incorporated or organized or in which such Payor the Issuer or any Guarantor is organized, resident or carrying on engaged in business for tax purposes or resident for tax purposes or any political subdivision or governmental authority thereof or therein having power to tax or (2) any jurisdiction from or through which such Payor (payment is made by or its agents) makes any payment on behalf of the Notes Issuer or any Note Guarantee Guarantor (including, without limitation, the jurisdiction of any paying agent for the Notes) or any department or political subdivision thereof or therein (each, a “Relevant Taxing "Tax Jurisdiction”), unless such Payor is ") will at any time be required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes be made from any payment payments made under or with respect to the Notes or any Note Guarantee, such Payorincluding, subject to without limitation, payments of principal, redemption price, interest or premium, then the exceptions set forth in Section 2.5(b)Issuer or the relevant Guarantor, as applicable, will pay such additional amounts (“the "Additional Amounts”") as may be necessary such in order that the net amount amounts received in with respect of to such payment payments by each Holder or Beneficial Holder of Notes after such withholding or deduction (including any such withholding or deduction attributable from such Additional Amounts) will equal the respective amounts that would have been received with respect to such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the existence of any actual or deemed present or former connection between the Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) or the Beneficial Owner of Notes and the relevant Tax Jurisdiction (including, without limitation, being or having been a citizen, resident or national thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein), other than connections arising from the acquisition or holding of such Note or a Guarantee, the exercise or enforcement of rights under such Note or under a Guarantee or the receipt of any payments with respect to such Note or a Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where Notes are in the form of certificated Notes and 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, sales, transfer, personal property or similar Taxes imposed on transfers; (4) any Taxes payable hereunder but excluding other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Guarantee; (5) any Taxes on net income) will not be less than to the amount extent such Taxes are imposed or withheld by reason of the failure of the Holder or Beneficial Holderbeneficial owner of Notes to comply with any reasonable written request of the Issuer addressed to the Holder or beneficial owner and made at least sixty (60) days before any such withholding or deduction would be payable to satisfy any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of the relevant Tax Jurisdiction, as a precondition to exemption from or reduction in the rate of deduction or withholding of, Taxes imposed by such 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 that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the Issue Date (or any amended or successor version of 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 with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or (7) any combination of items (1) through (6) above. Such Additional Amounts will also not be payable where, had the beneficial owner of the applicable Note been the holder of such Note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (7) inclusive above. (b) In addition to the foregoing, the Issuer and the Guarantors, as the case may be, would have received if such Taxes had not been required will also pay and indemnify the Holder for any present or future stamp, issue, registration, court or documentary Taxes, or any other excise or property Taxes, charges or similar levies (including penalties, interest and any other reasonable expenses related thereto) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, sale, enforcement or registration of the Notes, this Indenture, any Guarantee or any other document or instrument referred to be so withheld therein, or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder the receipt of any payments with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: thereto, (i) Taxes imposed on or measured by net income (however denominated)limited, franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) solely in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable taxes attributable to or for the account receipt of such Holder or Beneficial Holder any payments with respect thereto, to an applicable interest any such taxes imposed in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed Tax Jurisdiction that are not excluded under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i1) through (3) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i5) through (vi6) above or any combination thereof). (c) At least 30 calendar days prior to each date on which any payment under or with respect to If the Notes Issuer or any Note Guarantee is due and payableGuarantor, if a Payor as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to such any payment under or with respect to any series of Notes or any related 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 such the obligation to pay Additional Amounts arises after the 35th day less than 30 days prior to the date on which such that payment is due and payabledate, in which case it will be the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter), the Payor will deliver to the Trustee ) an Officer’s 's Certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable and will payable. The Officer's Certificate must also set forth such any other information reasonably necessary to enable the Trustee Paying Agent to pay such 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. (d) The PayorsIssuer or the relevant Guarantor will make all withholdings and deductions required by Applicable 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 or beneficial owner upon written request), jointly and severallywithin a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a 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. Upon reasonable request, copies of Tax receipts or other evidence of payments, as the case may be, will indemnify and hold harmless be made available by the Trustee to the Holders and Beneficial Holders and, upon written request or beneficial owners of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such paymentsNotes. (e) In additionWhenever in this Indenture there is mentioned, in any context, the Payor will pay payment of amounts based upon the principal amount of the Notes or of principal, interest or of any stampother amount payable under, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notesto, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to of the Notes or any Note Guarantee or as a result ofGuarantee, or in connection with, the enforcement such mention shall be deemed to include mention of the Notespayment of Additional Amounts to the extent that, any Note Guarantee and/or any other in such document context, Additional Amounts are, were or instrumentwould be payable in respect thereof. (f) The above obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture Indenture, and any transfer by a Holder or beneficial owner of its Notes, and will apply apply, mutatis mutandis mutandis, to any jurisdiction under the laws of which any successor Person to the Issuer or any Payor and to any jurisdiction Guarantor is incorporated or organized or in which such any successor Person to the Issuer or any Guarantor is organized or is otherwise resident or doing engaged in business for tax purposes or resident for tax purposes (and any political subdivision or governmental authority thereof or therein having power to tax) and any jurisdiction from or through which payment is made by or on behalf of such successor or its respective agents. Whenever this Indenture refers to, in any context, Person on the payment of principal, Premium (if any) and interest Notes or any other amount payable under Guarantee and any political subdivision thereof or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicabletherein.

Additional Amounts. (a) All amounts paid or credited by the Company under or with respect to the Notes will be made net of any withholding or deduction for or on account of any present or future Taxes imposed or levied by or on behalf of the government of Canada, any province or territory of Canada or any political subdivision or any authority or agency therein or thereof having power to tax, or any jurisdiction in which the Company is organized, resident, or doing business for tax purposes, or from or through which the Company (or its agents) makes any payment on the Notes, or any taxing authority thereof, and the Company will not be required to pay any additional amounts to Holders in respect of any Taxes to the extent that such Taxes at any time become payable. (b) All payments made by or on behalf of the Issuer or any Guarantor (each such payor, a “Payor”) under or with respect to the Notes or any Note Guarantee will Guarantee, are required to be made free and clear of and without withholding or deduction for or on account of any present or future Taxes imposed or levied by or on behalf of the government of Canada, any province or territory of Canada or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which such Payor Guarantor is organized, resident or is carrying on business in for tax purposes, or is otherwise resident for tax purposes or any jurisdiction from or through which such Payor payment is made (or its agentsincluding the jurisdiction of any paying agent) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. . (c) If a any Payor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any a Note Guarantee, such Payor, subject Payor will be required to the exceptions set forth in Section 2.5(b), will pay such additional amounts (“Additional Amounts”) as may be necessary such so that the net amount received in respect of such payment by each a Holder or a Beneficial Holder of Notes (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the amount the such Holder or Beneficial Holder, as the case may be, Holder of Notes would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not; provided, however, pay that no Additional Amounts to a Holder or Beneficial Holder will be payable with respect to any of Taxes payable by virtue of: (1) the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for within the purposes meaning of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); at the time of the payment; (vi2) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient being either (ia) being a “specified non-resident shareholder” of the Company or a relevant Guarantor or (as defined b) a non-resident person who does not deal at arm’s length with a specified shareholder of the Company or a Guarantor, in each case for purposes of subsection 18(5) of the Tax Act; (3) any connection between such Holder or Beneficial Holder of Notes and the Issuer Relevant Taxing Jurisdiction other than a connection resulting from the mere acquisition, ownership, holding or disposition of, or the enforcement of rights under or the receipt of payments in respect of, any Notes or Note Guarantees or beneficial interests therein; (ii4) not dealing at arm’s length such Holder or Beneficial Holder failing to duly and timely comply (for the purposes of the Tax Actwhere such Holder or Beneficial Holder is legally eligible to do so) with a “specified non-resident shareholder” (as defined in subsection 18(5) timely request of the Tax ActCompany to comply with information, documentation, certification or other evidentiary requirements concerning such Holder’s or Beneficial Holder’s nationality, residence, entitlement to treaty benefits, identity or connection with the Relevant Taxing Jurisdiction, if and to the extent that due and timely compliance with such request would have resulted in the reduction or elimination of any Taxes as to which Additional Amounts would have otherwise been payable to such Holder or Beneficial Holder of Notes but for this clause (4), and provided that the Company provides written notice of such requirement to the applicable Holder or Beneficial Holder of at least thirty (30) days prior to the date of the Issuerpayment in respect of which Additional Amounts would be payable; or (vii5) such Holder or Beneficial Holder being 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 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 such beneficiary, partner or beneficial owner); (6) such Tax being an estate inheritance, gift, sales, transfer or personal property Tax or any similar Tax with respect to a Note, or (7) any combination of the foregoing items clauses (i1) to (6), (any Taxes, other than Taxes described in the foregoing clauses (1) through (vi7) above, being “Indemnified Taxes”). (cd) At least 30 calendar days prior The applicable Payor shall make any required withholding or deduction and remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. Upon request, the Company shall provide the Trustee with official receipts or other documentation evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Each Guarantor will indemnify and hold harmless each date on which Holder and Beneficial Holder for the amount of (1) any payment Indemnified Taxes not withheld or deducted by such Guarantor and levied or imposed and paid by such Holder or Beneficial Holder as a result of payments made under or with respect to the Notes Note Guarantees, (2) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (3) any Note Guarantee is due and payable, if Indemnified Taxes imposed with respect to any reimbursement under Section 2.13(c)(1) or Section 2.13(c)(2) above. (e) If a Payor is or will be become obligated to pay Additional Amounts under or with respect to any payment made on a Note Guarantee, then at least thirty (30) days prior to the date of such payment (unless or, if such obligation to pay Additional Amounts arises shortly before or after the 35th 30th day prior to such date, promptly after the date on which such payment is due and payable, in which case it will be promptly thereafterthat the obligation to pay Additional Amount arises), the such Payor will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount so payable and will set forth such other information necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. (df) The Payors, jointly and severally, will indemnify and hold harmless Whenever in this Indenture there is mentioned in any context: (1) the Holders and Beneficial Holders and, upon written request payment of any Holder principal; (2) redemption prices or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder purchase prices in connection with payments made under a redemption or purchase of Notes; (3) interest; or (4) any other amount payable on or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee Guarantee, such reference shall be deemed to include payment of Additional Amounts as described under this Section 2.13 to the extent that, in such context, Additional Amounts are, were or as a result of, or would be payable in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrumentrespect thereof. (fg) The obligations described under this Section 2.5 heading will survive any termination, defeasance or discharge of this Indenture and any transfer by an applicable Holder or Beneficial Holder of Notes to another applicable Holder or Beneficial Holder, and will apply apply, mutatis mutandis to any successor Person to any Payor and mutandis, to any jurisdiction in which such any successor to the Company or any Guarantor is organized or is otherwise resident or doing incorporated, engaged in business for tax purposes or resident for tax purposes, or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers tomakes any payment on a Note Guarantee and, in each case, any context, the payment of principal, Premium (if any) and interest department or any other amount payable under political subdivision thereof or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicabletherein.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer makes under or any Guarantor (each a “Payor”) with respect to this Note or that the Subsidiary Guarantors make under or with respect to the Notes or any Note Guarantee will Guarantees shall be made free and clear of and without withholding or deduction for or on account of Taxes any pre-sent or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, "Taxes" or "Tax") imposed or levied by or on behalf of the federal government of Canada or by or within any province or political subdivision thereof or within any other jurisdiction in which such Payor is organizedthe Issuer, the Subsidiary Guarantors or any Surviving Entity are organized or resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof is made (each, a “"Relevant Taxing Jurisdiction”"), unless such Payor is the Issuer or the Subsidiary Guarantors, as the case may be, are required to withhold or deduct Taxes by law or by the interpretation or administration thereofof law. If a Payor is so the Issuer or the Subsidiary Guarantors are required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to this Note, the Notes Issuer or any Note Guaranteethe Subsidiary Guarantors, such Payoras the case may be, subject to the exceptions set forth in Section 2.5(b), will shall pay such additional amounts (“"Additional Amounts”) as "), to the extent they may be necessary such lawfully do so, so that the net amount received in respect of such payment by each Holder or Beneficial Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will shall not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a)the foregoing, a Payor will not, however, neither the Issuer nor the Subsidiary Guarantors shall pay Additional Amounts to a Holder or Beneficial beneficial owner of this Note to the extent that the Taxes are imposed or levied: (i) by a Relevant Taxing Jurisdiction by reason of the Holder's or beneficial owner's present or former connection with such Relevant Taxing Jurisdiction (other than the mere receipt or holding of this Note or by reason of the receipt of payments thereunder or the exercise or enforcement of rights under this Note or the Indenture); or (ii) by reason of the failure of the Holder or beneficial owner of this Note, prior to the relevant date on which a payment under and with respect to the Notes is due and payable (the "Relevant Payment Date") to comply with the Issuer's written request addressed to the Holder at least 30 calendar days prior to the Relevant Payment Date to provide accurate information with respect to any certification, identification, information or other reporting requirements which the Holder or such beneficial owner is legally required to satisfy, whether imposed by statute, treaty, regulation or administrative practice, in each such case by the Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the following Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction). (c) The Issuer's and the Subsidiary Guarantors' obligation to pay Additional Amounts or to reimburse a Holder for Taxes paid by such Holder in respect of Taxes shall not apply with respect to: (i) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (ii) any Tax that is payable otherwise than by deduction or withholding from payments made under or with respect to this Note; (iii) Taxes imposed on or with respect to any payment by the Issuer or the Subsidiary Guarantors to the Holder if such Holder is a Holder fiduciary or Beneficial Holder partnership or required to be withheld or deducted from a person other than the sole beneficial owner of such payment to a Holder or Beneficial Holder: (i) the extent that Taxes would not have been imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of had such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on been the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificatesole beneficial owner of this Note; (iv) any Tax that is imposed on or with respect to a payment made to a Holder or beneficial owner who would have been able to avoid such withholding Taxes imposed under FATCAor deduction by presenting this Note to another paying agent in a member state of the European Union; (v) any Canadian such withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) deduction in respect of any Taxes imposed on a debt or other obligation payment to pay an amount individual that is required to a Holder or Beneficial Holder or recipient with whom be made pursuant to any EU Directive on the Payor is not dealing at arm’s length (for taxation of savings implementing the purposes conclusions of the Tax Act) at the time ECOFIN Council meeting of such payment (other than where26th-27th November 2000 or any law implementing or complying with, or introduced in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party order to conform to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document);such Directive; or (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason combination of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or ), (ii), (iii), (iv) not dealing at arm’s length and (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (viv). (cd) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any this Note Guarantee is due and payable, if a Payor will the Issuer or the Subsidiary Guarantors shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such payment under or with respect to the Notes is due and payable, in which case it will shall be promptly thereafter), the Payor will Issuer or the Subsidiary Guarantors shall deliver to the Trustee an Officer’s 's Certificate stating that such Additional Amounts will shall be payable and the amounts so payable and will shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) . The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse Issuer shall promptly publish a press release stating that such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required shall be payable and describing its obligation to withhold from pay such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such paymentsamounts. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture Note refers to, in any context, the payment of principal, Premium (interest, if any) and interest , or any other amount payable under or with respect to any this Note, such reference payment shall also include the payment of Additional Amounts or indemnification payments as described in this Section 2.5Amounts, if applicable.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any Guarantor (each a “Payor”) Issuers make under or with respect to the Notes or any Note Guarantee will that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for or on account of Taxes any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which such Payor any Issuer or Guarantor is organized, resident or carrying on doing business for tax purposes or from or through which such Payor any of the foregoing (or its agents, including the Paying Agent) makes any payment on the Notes or by or within any Note Guarantee or any department or department, political subdivision thereof or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Payor Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereofof law. If either Issuer, a Payor Guarantor or other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note Guarantee, such PayorIssuer or Guarantor, subject to as the exceptions set forth in Section 2.5(b)case may be, will shall pay such additional amounts (“Additional Amounts”) as may be necessary such to ensure that the net amount received in respect of such payment by each Holder or Beneficial Holder beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to in respect of any Additional Amounts payable hereunder but excluding Taxes on net incomeAmounts) will not be less than the amount the Holder or Beneficial Holder, as the case may be, beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will notNone of the Issuers or Guarantors shall, however, pay Additional Amounts in respect or on account of: (i) any Taxes, to the extent such Taxes are imposed or levied by a Relevant Taxing Jurisdiction by reason of the Holder’s or beneficial owner’s present or former connection with such Relevant Taxing Jurisdiction (other than the mere receipt, ownership, holding or disposition of the Notes, or by reason of the receipt of any payments in respect of any Notes or any Guarantee, or the exercise or enforcement of rights under any Notes or any Guarantee); (ii) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or Beneficial beneficial owner of the Notes, following the Issuers’ written request addressed to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements (to the extent such holder or beneficial owner is legally eligible to do so), whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing (iii) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or any Guarantee; (v) any Tax imposed on or with respect to any payment by any of the following Issuers or Guarantors to the Holder if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payment had such beneficial owner been the holder of such Note; (vi) any Tax that is imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment made to a Holder or Beneficial Holder:beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Notes to another paying agent in a member state of the European Union; (ivii) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits any Taxes, in each case (i) 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 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 Holder 30-day period); (viii) any U.S. federal withholding Taxes or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident equivalent thereof imposed pursuant to Sections 1471 through 1474 of the jurisdiction imposing such Tax Internal Revenue Code of 1986 as of the Issue Date (or any political subdivision thereof) amended or (ii) successor version that are Other Connection Taxes; (ii) in the case of a Holder is substantively comparable and not materially more onerous to comply with), any current or Beneficial Holder, withholding Taxes imposed on amounts payable to future regulations promulgated thereunder or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation other official administrative interpretations thereof and any agreements entered into pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iiicurrent Section 1471(b)(1) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture Internal Revenue Code of 1986 as of the Issue Date (i) to a Holder or Beneficial Holder any amended or recipient with which the Payor does not deal at arm’s length successor version described above), and including (for the purposes avoidance of the Tax Actdoubt) at the time of making any intergovernmental agreements (and any law, regulation, rule or practice implementing any such payment or (iiintergovernmental agreement) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuerforegoing; or (viiix) any combination of the foregoing items (i) through (vi)foregoing. (c) The Issuers and the Guarantors, if the applicable withholding agents, shall (i) make such withholding or deduction as is required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will the Issuers or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such payment under or with respect to the Notes or any Guarantee is due and payable, in which case it will be promptly thereafter), the Payor will Issuers shall deliver to the Trustee Trustee, with a copy to the Paying Agent, an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set setting forth such other information as is necessary to enable the Trustee Paying Agent to pay such Additional Amounts to the Holders on the payment date. (d) . The Payors, jointly Trustee and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse Paying Agent shall be entitled to rely solely on such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by Officer’s Certificate as conclusive proof that such payments are necessary. The Issuers shall promptly publish a Relevant Taxing Jurisdiction and payable by notice in accordance with Section 12.02 stating that such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if will be payable and describing the Payor had been required obligation to withhold from pay such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) amounts. In addition, the Payor will Issuers or any Guarantor, as the case may be, shall pay any present or future stamp, issueissuance, registration, court, documentationdocumentary, excise or property taxes or other similar taxes, charges and duties, including any including, without limitation, interest, penalties and any other similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of (i) the execution, issuanceissue, delivery or registration or delivery of the Notes, Notes or any Note Guarantee or any other document or instrument referred to thereunder and any such taxesthereunder, charges or duties imposed by any Relevant Taxing Jurisdiction on (ii) the receipt of any payments made pursuant to under or with respect to, or enforcement of, the Notes or any Note Guarantee Guarantee. Upon written request, any of the Issuers or a Guarantor will furnish to the Trustee or a Holder within a reasonable time certified copies of tax receipts evidencing any payment by such Issuer or Guarantor (as the case may be) of any Taxes imposed or levied by a result ofRelevant Taxing Jurisdiction, in accordance with the procedures described in Section 12.02, in such form as provided in the normal course by the taxing authority imposing such Taxes. If, notwithstanding the efforts of such Issuer or in connection withGuarantor to obtain such receipts, the enforcement same are not obtainable, such Issuer or Guarantor will provide the Trustee or such Holder with other evidence reasonably satisfactory to the Trustee or holder of such payments by such Issuer or Guarantor. If requested by the Trustee, the Issuers and (to the extent necessary) any Guarantors will provide to the Trustee such information as may be reasonably available to such Issuer and the Guarantors (and not otherwise in the possession of the NotesTrustee) to enable determination of the amount of any withholding Taxes attributable to any particular Holder(s). (e) Whenever this Indenture or the Notes refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note Guarantee and/or any other (including payments thereof made pursuant to a Guarantee), such document or instrumentreference includes the payment of Additional Amounts, if applicable. (f) The obligations described under this This Section 2.5 4.12 will survive any termination, defeasance or discharge of this Indenture and will shall apply mutatis mutandis to any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any successor Person to any Payor and to any jurisdiction in which such successor of the Issuers or Guarantors is organized or is otherwise organized, resident or doing business for tax purposes or any jurisdiction from or through which payment is made by any such successor person (or its respective agents. Whenever this Indenture refers to, including the Paying Agent) makes any payment on the Notes (or any Guarantee) and any department, political subdivision or governmental authority of or in any context, of the payment of principal, Premium (if any) and interest or any other amount payable under or with respect foregoing having the power to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicabletax.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any Guarantor (each a “Payor”) Company makes under or with respect to the Notes and that any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any Taxes imposed or levied by or on behalf of the United States, any jurisdiction in which such Payor either the Company or any Guarantor is organizedincorporated, organized or otherwise resident or carrying on business for tax purposes or from or through which such Payor (or its agents) any of the foregoing makes any payment on the Notes or any Note Guarantee by or within any department or political subdivision thereof or governmental authority or in any of the foregoing having the power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Payor withholding or deduction is then required to withhold or deduct Taxes by law or by the official interpretation or administration thereofof law. If a Payor either the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes Notes, the Company or any Note Guaranteesuch Guarantor, such Payor, subject to as the exceptions set forth in Section 2.5(b)case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary such to ensure that the net amount received in respect of such payment by each Holder holder or Beneficial Holder beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will be not be less than the amount the Holder holder or Beneficial Holder, as the case may be, beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will notNeither the Company nor any Guarantor will, however, pay Additional Amounts to a Holder holder or Beneficial Holder beneficial owner of Notes in respect or on account of: (a) any Taxes that would not have been imposed or levied by a Relevant Taxing Jurisdiction but for the holder’s or beneficial owner’s actual or deemed present or former connection with such Relevant Taxing Jurisdiction (other than the mere receipt or holding of Notes or by reason of the receipt of payments thereunder or the exercise or enforcement of rights under the Notes, this Indenture, any Note Guarantee or the Security Documents); (b) any Taxes that are imposed or withheld by reason of the failure of the holder or beneficial owner of Notes, following the Company’s written request addressed to the holder (and made at a time that would enable the holder or beneficial owner acting reasonably to comply with that request, and in all events at least 30 calendar days before the relevant date on which payment under or with respect to the Notes or any Note Guarantee is due and payable) to comply with any certification or identification requirements, whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the following rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction), but in each case only to the extent that the holder or beneficial owner, as the case may be, is legally entitled to provide such certification; (c) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (d) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes; (e) any Tax imposed on or with respect to any payment by the Company or a Holder Guarantor to the holder if such holder is a fiduciary or Beneficial Holder partnership or required to be withheld or deducted from a person other than the sole beneficial owner of such payment to a Holder or Beneficial Holder: (i) the extent that Taxes would not have been imposed on such payment had the beneficiary, partner or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under other beneficial owner directly held the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection TaxesNote; (iif) any Tax that is imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of the case of Notes for payment on a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on date more than 30 days after the date on which such Holder payment became due and payable or Beneficial Holder acquires 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 interest in the Indenture Obligation30 day period; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (ivg) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed under FATCA;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 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 Directive; or (vh) any Canadian Tax that is imposed or levied on or with respect to a Note presented for payment on behalf of a holder or beneficial owner who would have been able to avoid such withholding Taxes imposed under or deduction by presenting the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation relevant Note to another paying agent in a member state of the Issuer under this Indenture (i) European Union. In addition, Additional Amounts will not be payable with respect to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) any Taxes that are imposed in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi)above items. (c) The Company and each Guarantor will (i) make such withholding or deduction required by applicable law and (ii) remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor the Company or any Guarantor becomes aware that they will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Payor Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information (other than the identities of holders and beneficial owners) necessary to enable the Trustee or Paying Agent, as the case may be, to pay such Additional Amounts to Holders holders and beneficial owners on the relevant payment date. (d) . The Payors, jointly and severally, Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Company will indemnify and hold harmless provide the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection Trustee with payments made under or with respect documentation reasonably satisfactory to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive Trustee evidencing payment of such Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such paymentsAmounts. (e) In additionUpon request, the Payor Company or the relevant Guarantor will take reasonable efforts to furnish to the Trustee or a holder within a reasonable time certified copies of tax receipts evidencing the payment by the Company or such Guarantor, as the case may be, of any Taxes imposed or levied by a Relevant Taxing Jurisdiction. (f) If, notwithstanding the reasonable efforts of the Company or such Guarantor to obtain such receipts, the same are not obtainable, then the Company or such Guarantor will provide such holder with other evidence reasonably satisfactory to the Trustee or holder of such payment by the Company or such Guarantor. (g) If the Company or any Guarantor 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 withhold or deduct any amount on account of the Taxes imposed by such Additional Taxing Jurisdiction from payment under the Notes or the related Note Guarantee, as the case may be, which would not have been required to be so withheld or deducted but for such conduct of business in such Additional Taxing Jurisdiction, the provisions of Section 4.20(a) shall apply as if the Additional Taxing Jurisdiction (or any political subdivision thereof or therein) were a Relevant Taxing Jurisdiction. (h) The Company and each Guarantor will pay (i) any present or future stamp, issue, registration, court, documentationdocumentary, excise or property taxes or other similar taxes, charges and duties, including any interest, interest and penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuanceissue, delivery or registration or delivery of the Notes, any Note Guarantee Guarantee, this Indenture or the Security Documents or any other document or instrument referred to thereunder and any such taxes, charges charges, duties or duties similar levies imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or jurisdiction as a result of, or in connection with, the enforcement of the Notes, such Note Guarantee, this Indenture or the Security Documents or any Note Guarantee and/or any such other such document or instrumentinstrument following the occurrence of any Event of Default with respect to the Notes, and (ii) any stamp, court, documentary, excise or property taxes (or similar charges or levies), including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction with respect to the receipt of any payments with respect to the Notes or such Note Guarantee. Neither the Company nor any Guarantor will, however, pay such amounts that are imposed on or result from a sale or other transfer or disposition by a holder or beneficial owner of a Note. (fi) The obligations described under provisions of this Section 2.5 4.20 will survive any termination, defeasance or discharge of this Indenture or Security Documents and will shall apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such any successor person to the Company or any Guarantor is organized organized, incorporated or is otherwise resident or doing business for tax purposes and any political subdivision or any jurisdiction from taxing authority or through which payment is made by such successor agency thereof or its respective agents. therein. (j) Whenever this Indenture refers to, in any context, the payment of principal, Premium (premium, if any) and , interest or any other amount payable under or with respect to the Notes (including payments thereof made pursuant to any NoteNote Guarantee), such reference shall include includes the payment of Additional Amounts or indemnification payments as described in this Section 2.5Amounts, if applicable.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any Guarantor (each a “Payor”) makes under or with respect to the Notes or any Note Guarantee will shall be made free and clear of and without withholding or deduction for or on account of Taxes any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which such Payor the Issuer is organized, resident or carrying on doing business for tax purposes or from or through which such Payor it (or its agents, including the Paying Agent) makes any payment on the Notes this Note or by or within any Note Guarantee or any department or department, political subdivision thereof or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Payor the Issuer or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereofof law. If a Payor the Issuer or other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to this Note, the Notes or any Note Guarantee, such Payor, subject to the exceptions set forth in Section 2.5(b), will Issuer shall pay such additional amounts (“Additional Amounts”) as may be necessary such to ensure that the net amount received in respect of such payment by each Holder or Beneficial Holder beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to in respect of any Additional Amounts payable hereunder but excluding Taxes on net incomeAmounts) will not be less than the amount the Holder or Beneficial Holder, as the case may be, beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will The Issuer shall not, however, pay Additional Amounts in respect or on account of: (i) any Taxes, to the extent such Taxes are imposed or levied by a Relevant Taxing Jurisdiction by reason of the Holder’s or beneficial owner’s present or former connection with such Relevant Taxing Jurisdiction (other than the mere receipt, ownership, holding or disposition of this Note, or by reason of the receipt of any payments in respect of any Notes, or the exercise or enforcement of rights under any Notes); (ii) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or Beneficial beneficial owner of this Note, following the Issuer’s written request addressed to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements (to the extent such holder or beneficial owner is legally eligible to do so), whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) any estate, inheritance, gift, sales, transfer, capital gains, wealth, personal property or similar Taxes; (iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to this Notes; (v) any Tax imposed on or with respect to any payment by the Issuer to the Holder if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment to the following extent that such Taxes would not have been imposed on such payment had such beneficial owner been the holder of such Note; (vi) any Tax that is imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment made to a Holder or Beneficial Holder:beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Notes to another paying agent in a member state of the European Union; (ivii) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits any Taxes, in each case (i) 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 to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had this Note been presented on the last day of such Holder 30-day period); (viii) any withholding or Beneficial Holder being organized under deduction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the laws ofEuropean Council Directive 2003/48/EC, having a business office located inas amended or supplemented from time to time, including through European Council Directive 2014/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meetings of November 26 and 27, 2000 on the taxation of savings income or any law implementing or complying with, or being a resident introduced in order to conform to, any such Directive; (ix) any U.S. federal withholding Taxes or equivalent thereof imposed pursuant to Sections 1471 through 1474 of the jurisdiction imposing such Tax Internal Revenue Code of 1986 as of the Issue Date (or any political subdivision thereof) amended or (ii) successor version that are Other Connection Taxes; (ii) in the case of a Holder is substantively comparable and not materially more onerous to comply with), any current or Beneficial Holder, withholding Taxes imposed on amounts payable to future regulations promulgated thereunder or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation other official administrative interpretations thereof and any agreements entered into pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iiicurrent Section 1471(b)(1) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture Internal Revenue Code of 1986 as of the Issue Date (i) to a Holder or Beneficial Holder any amended or recipient with which the Payor does not deal at arm’s length successor version described above), and including (for the purposes avoidance of the Tax Actdoubt) at the time of making any intergovernmental agreements (and any law, regulation, rule or practice implementing any such payment or (iiintergovernmental agreement) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuerforegoing; or (viix) any combination of the foregoing items (i) through (vi)foregoing. (c) If the Issuer is the applicable withholding agent, the Issuer shall (i) make such withholding or deduction as is required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any this Note Guarantee is due and payable, if a Payor will the Issuer shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such payment under or with respect to this Note is due and payable, in which case it will be promptly thereafter), the Payor will Issuer shall deliver to the Trustee Trustee, with a copy to the Paying Agent, an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set setting forth such other information as is necessary to enable the Trustee Paying Agent to pay such Additional Amounts to the Holders on the payment date. (d) . The PayorsTrustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuer shall promptly publish a notice in accordance with Section 12.02 of the Indenture stating that such Additional Amounts will be payable and describing the obligation to pay such amounts. Such Additional Amounts may be paid by the Issuer, jointly and severallyat its option, will indemnify and hold harmless in the Holders and Beneficial Holders andform of cash or Additional Notes. To the extent that the Issuer or any applicable withholding agent is required by law or by the interpretation or administration thereof to make any deduction or withholding from any payment of interest on this Note or any payment of an Additional Amount which, upon written request in either case, is made through the issuance of any Holder or Beneficial HolderAdditional Notes, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) provisions shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts apply with respect to such payments. (e) withholding or deduction requirement, mutatis mutandis. In addition, the Payor will Issuer shall pay any present or future stamp, issueissuance, registration, court, documentationdocumentary, excise or property taxes or other similar taxes, charges and duties, including any including, without limitation, interest, penalties and any other similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of (i) the execution, issuanceissue, delivery or registration or delivery of the Notes, any this Note Guarantee or any other document or instrument referred to thereunder and thereunder, or (ii) the receipt of any such taxespayments under or with respect to, charges or duties enforcement of, this Note. Upon written request, the Issuer will furnish to the Trustee or the Principal Paying Agent or a Holder within a reasonable time certified copies of tax receipts evidencing any payment by the Issuer of any Taxes imposed or levied by any a Relevant Taxing Jurisdiction on any payments made pursuant Jurisdiction, in accordance with the procedures described in Section 12.02 of the Indenture, in such form as provided in the normal course by the taxing authority imposing such Taxes. If, notwithstanding the efforts of the Issuer to obtain such receipts, the same are not obtainable, the Issuer will provide the Trustee or such Holder with other evidence reasonably satisfactory to the Notes Trustee or holder of such payments by the Issuer. If requested by the Trustee or the Principal Paying Agent, the Issuer will provide to the Trustee or the Principal Paying Agent, as the case may be, such information as may be reasonably available to the Issuer (and not otherwise in the possession of the Trustee or the Principal Paying Agent, as applicable) to enable determination of the amount of any withholding Taxes attributable to any particular Holder(s). (e) Whenever the Indenture or this Note refers to, in any context, the payment of principal, premium, if any, interest or any Note Guarantee other amount payable under or as a result ofwith respect to this Note, or in connection withsuch reference includes the payment of Additional Amounts, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrumentif applicable. (f) The obligations described under this Section 2.5 preceding provisions will survive any termination, defeasance or discharge of this the Indenture and will shall apply mutatis mutandis to any jurisdiction in which any successor Person to any Payor and to any jurisdiction in which such successor of the Issuer is organized or is otherwise organized, resident or doing business for tax purposes or any jurisdiction from or through which payment is made by any such successor person (or its respective agents. Whenever , including the Paying Agent) makes any payment on this Indenture refers toNote and any department, political subdivision or governmental authority of or in any context, of the payment of principal, Premium (if any) and interest or any other amount payable under or with respect foregoing having the power to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicabletax.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any Guarantor (each a “Payor”) successor to the Company under or with respect to this Indenture and the Notes Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), premium, if any, payments of interest and deliveries of ADSs or any other consideration due on conversion of a Note Guarantee will (together with payments of cash for any Fractional ADS or other consideration) shall be made free and clear of and without withholding withholding, deduction or deduction reduction for any other collection at source for, or on account of, any present or future taxes, duties, assessments or governmental charges of Taxes whatever nature imposed or levied (including any penalties and interest related thereto) (“applicable taxes”) by or on behalf of within any jurisdiction in which such Payor is organizedthe Company or any successor to the Company is, for tax purposes, incorporated, organized or resident or carrying on doing business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, as applicable, a “Relevant Taxing Jurisdiction”)) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein) unless such Payor withholding, deduction or reduction is required to withhold or deduct Taxes by law or by regulation or governmental policy having the interpretation force of law. In the event that any such withholding, deduction or administration thereof. If a Payor reduction is so required to withhold required, the Company or deduct any amount for or on account of Taxes from any payment made under or with respect successor to the Notes Company shall pay or any Note Guarantee, such Payor, subject deliver to the exceptions set forth in Section 2.5(b), will pay each Holder such additional amounts of cash, ADSs or other consideration, as applicable (“Additional Amounts”) as may be necessary such to ensure that the net amount received in respect by the beneficial owner of the Notes after such withholding, deduction or reduction (and after deducting any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding, deduction or reduction been required; provided that no Additional Amounts shall be payable: (i) for or on account of: (A) any applicable taxes that would not have been imposed but for: (1) the existence of any present or former connection between the relevant Holder or beneficial owner of such Note and the Relevant Jurisdiction, other than merely acquiring or holding such Note, receiving ADSs (together with the payment by each of cash for any Fractional ADS) or other consideration upon conversion of such Note or the receipt of payments or the exercise or enforcement of rights thereunder, including, without limitation, such Holder or Beneficial beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having had a permanent establishment therein; (2) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of (including the Redemption Price, the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and interest on, such Note or the delivery of ADSs (together with payment of cash for any Fractional ADS) upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for; (3) the failure of the Holder after or beneficial owner to comply with a timely written request from the Company or any successor of the Company, addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Jurisdiction in order to reduce or eliminate any withholding or deduction (including withholding or deduction attributable as to which Additional Amounts would have otherwise been payable hereunder but excluding Taxes on net income) will not be less than the amount the to such Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted.beneficial owner; or (b4) Notwithstanding Section 2.5(a)the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, a Payor will notunless such Note could not have been presented for payment elsewhere; (B) any estate, howeverinheritance, pay Additional Amounts to a Holder gift, sale, transfer, personal property or Beneficial Holder similar applicable tax or any excise or similar taxes imposed with respect to a transfer; (C) any of the following Taxes imposed on applicable tax that is payable otherwise than by withholding, deduction or reduction for any other collection at source from payments or deliveries under or with respect to a Holder or Beneficial Holder or the Notes; (D) any applicable tax required to be withheld or deducted from a payment under Sections 1471 to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident 1474 of the jurisdiction imposing such Tax Code (or any political subdivision thereofamended or successor versions of such Sections) (“FATCA”), any regulations or other official guidance thereunder, any intergovernmental agreement or agreement pursuant to Section 1471(b)(1) of the Code entered into in connection with FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement; or (E) any combination of applicable taxes referred to in the preceding clauses (A), (B), (C) or (ii) that are Other Connection Taxes;D); or (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable any payment of the principal of (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable), and interest in an Indenture Obligation pursuant on, such Note or the delivery of ADSs (together with payment of cash for any Fractional ADS) upon conversion of such Note, to a law in effect on Holder, if the date on which Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that such Holder or Beneficial Holder acquires such interest payment would be required to be included in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed income under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation laws of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (Relevant Jurisdiction, for the purposes of the Tax Act) at the time of making such payment or (ii) in respect tax purposes, of a debt beneficiary or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or settlor with respect to the Notes fiduciary, a partner or any Note Guarantee is due and payablemember of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, if a Payor will be settlor, partner, member or beneficial owner been the Holder thereof. (b) If the Company or its successor becomes obligated to pay Additional Amounts with respect to such any payment or delivery under or with respect to the Notes, the Company or its successor shall deliver to the Trustee and the Paying Agent, if other than the Trustee, on a date that is at least 30 days prior to the date of that payment or delivery (unless such the obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such that payment is due and payabledate, in which case it will be the Company or its successor shall notify the Trustee and the Paying Agent promptly thereafter), the Payor will deliver to the Trustee ) an Officer’s Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable and will payable. The Officers’ Certificate must also set forth such any other information reasonably necessary to enable the Trustee Paying Agent or the Conversion Agent, as the case may be, (on behalf of the Company and subject to receipt of funds from the Company pursuant to the last paragraph in Section 4.04(a)) to pay such Additional Amounts to Holders on the relevant payment date. The Trustee and the Paying Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. The Company or its successor shall provide the Trustee and the Paying Agent with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. (c) The Company or its successor shall make all withholdings and deductions required by law and shall remit the full amount deducted or withheld to the relevant tax authority in accordance with applicable law. Upon request, the Company or its successor shall provide to the Trustee an official receipt or, if official receipts are not obtainable, an Officers’ Certificate evidencing the payment of any applicable taxes so deducted or withheld. Copies of those receipts or other documentation, as the case may be, shall be made available by the Trustee to the Holders of the Notes upon written request. (d) The Payors, jointly and severally, will indemnify and hold harmless Any reference in this Indenture or the Holders and Beneficial Holders and, Notes in any context to the delivery of ADSs (together with payment of cash for any Fractional ADS) or other consideration upon written request conversion of any Holder Note or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount payment of principal of (iincluding the Redemption Price, the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and any Taxes levied premium or imposed by a Relevant Taxing Jurisdiction and interest (including any Additional Interest) on any Note or any other amount payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect Note, shall be deemed to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive include payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent that, in such Holder or Beneficial Holder received context, Additional Amounts are, were or would be payable with respect to such paymentsthat amount pursuant to this Section 4.07. (e) In additionNotwithstanding any other provisions, the Payor will pay Company or its successor, the Trustee and the Paying Agent shall be entitled to make any stamp, issue, registration, court, documentation, excise withholding or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made deduction pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrumentFATCA. (f) If the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Notes, it will deliver to the Trustee official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted. (g) The foregoing obligations described under this Section 2.5 will shall survive any termination, defeasance termination or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicableIndenture.

Additional Amounts. (a) All payments made by or on behalf of that the Issuer or any Guarantor (each a “Payor”) Issuers make under or with respect to the Notes or any Note Guarantee will that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for or on account of Taxes any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which such Payor any Issuer or Guarantor is organized, incorporated or resident or carrying on doing business for tax purposes or from or through which such Payor (or its agents) any of the foregoing makes any payment on the Notes or any Note Guarantee by or within any department or political subdivision thereof or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Payor Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereofof law. If a Payor an Issuer, Guarantor or other applicable withholding agent is so required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note Guarantee, such PayorIssuer or Guarantor, subject to as the exceptions set forth in Section 2.5(b)case may be, will shall pay such additional amounts (“Additional Amounts”) as may be necessary such to ensure that the net amount received in respect of such payment by each Holder or Beneficial Holder beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction attributable to in respect of any Additional Amounts payable hereunder but excluding Taxes on net incomeAmounts) will not be less than the amount the Holder or Beneficial Holder, as the case may be, beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will notNone of the Issuers or Guarantors shall, however, pay Additional Amounts in respect or on account of: (i) any Taxes, to the extent such Taxes are imposed or levied by a Relevant Taxing Jurisdiction by reason of the Holder’s or beneficial owner’s present or former connection with such Relevant Taxing Jurisdiction (other than the mere receipt, ownership, holding or disposition of the Notes, or by reason of the receipt of any payments in respect of any Note or any Guarantee, or the exercise or enforcement of rights under any Notes or any Guarantee); (ii) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or Beneficial beneficial owner of the Notes, following the Issuers’ written request addressed to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements (to the extent such holder or beneficial owner is legally eligible to do so), whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or any Guarantee; (v) any Tax imposed on or with respect to any payment by any of the following Issuers or Guarantors to the Holder if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had such beneficial owner been the holder of such Note; (vi) any Tax that is imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment made to a Holder or Beneficial Holder:beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Notes to another paying agent in a member state of the European Union; (ivii) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits any Taxes, in each case (i) 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 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 Holder 30-day period); (viii) any withholding or Beneficial Holder being organized under deduction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the laws ofEuropean Council Directive 2003/48/EC or any Directive implementing the conclusions of the ECOFIN Council meetings of November 26 and 27, having a business office located in2000 on the taxation of savings income or any law implementing or complying with, or being a resident introduced in order to conform to, any such Directive; (ix) any U.S. federal withholding Taxes or equivalent thereof imposed pursuant to Sections 1471 through 1474 of the jurisdiction imposing such Tax Internal Revenue Code of 1986 as of the Issue Date (or any political subdivision thereof) amended or (ii) successor version that are Other Connection Taxes; (ii) in the case of a Holder is substantively comparable and not materially more onerous to comply with), any current or Beneficial Holder, withholding Taxes imposed on amounts payable to future regulations promulgated thereunder or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation other official administrative interpretations thereof and any agreements entered into pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iiicurrent Section 1471(b)(1) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture Internal Revenue Code of 1986 as of the Issue Date (i) to a Holder or Beneficial Holder any amended or recipient with which the Payor does not deal at arm’s length successor version described above), and including (for the purposes avoidance of the Tax Actdoubt) at the time of making any intergovernmental agreements (and any law, regulation, rule or practice implementing any such payment or (iiintergovernmental agreement) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuerforegoing; or (viix) any combination of the foregoing items (i) through (vi)foregoing. (c) The Issuers and the Guarantors shall (i) make such withholding or deduction of Taxes as is required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will the Issuers or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such payment under or with respect to the Notes or any Guarantee is due and payable, in which case it will be promptly thereafter), the Payor will Issuers shall deliver to the Trustee Trustee, with a copy to the Paying Agent, an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set setting forth such other information as is necessary to enable the Trustee Paying Agent to pay such Additional Amounts to the Holders on the payment date. (d) . The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse Trustee shall be entitled to rely solely on such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by Officer’s Certificate as conclusive proof that such payments are necessary. The Issuers shall promptly publish a Relevant Taxing Jurisdiction and payable by notice in accordance with Section 13.02 stating that such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required will be payable and describing its obligations to withhold from pay such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) amounts. In addition, the Payor will Issuers or any Guarantor, as the case may be, shall pay any present or future stamp, issue, registration, court, documentationdocumentary, excise or property taxes or other similar taxes, charges and duties, including any including, without limitation, interest, penalties and any other similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of (i) the execution, issuanceissue, delivery or registration or delivery of the Notes, Notes or any Note Guarantee or any other document or instrument referred to thereunder and any such taxesthereunder, charges or duties imposed by any Relevant Taxing Jurisdiction on (ii) the receipt of any payments made pursuant to with respect to, or enforcement of, the Notes or any Note Guarantee Guarantee. Upon written request, any of the Issuers or a Guarantor will furnish to the Trustee or a Holder within a reasonable time certified copies of tax receipts evidencing the payment by such Issuer or Guarantor (as the case may be) of any Taxes imposed or levied by a result ofRelevant Taxing Jurisdiction, in accordance with the procedures described in Section 13.02, in such form as provided in the normal course by the taxing authority imposing such Taxes. If, notwithstanding the efforts of such Issuer or in connection withGuarantor to obtain such receipts, the enforcement same are not obtainable, such Issuer or Guarantor will provide the Trustee or such Holder with other evidence reasonably satisfactory to the Trustee or holder of such payments by such Issuer or Guarantor. If requested by the Trustee, the Issuers and (to the extent necessary) any Guarantors will provide to the Trustee such information as may be reasonably available to such Issuer and the Guarantors (and not otherwise in the possession of the NotesTrustee) to enable determination of the amount of any withholding Taxes attributable to any particular Holder(s). (e) Whenever this Indenture or the Notes refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note Guarantee and/or any other (including payments thereof made pursuant to a Guarantee), such document or instrumentreference includes the payment of Additional Amounts, if applicable. (f) The obligations described under this This Section 2.5 4.12 will survive any termination, defeasance or discharge of this Indenture and will shall apply mutatis mutandis to any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any successor Person to any Payor and to any jurisdiction in which such successor of the Issuers or Guarantors is organized or is otherwise incorporated, resident or doing business for tax purposes or any jurisdiction from or through which such person makes any payment is made by such successor on the Notes (or its respective agents. Whenever this Indenture refers toany Guarantee) and any department, political subdivision or governmental authority of or in any context, of the payment of principal, Premium (if any) and interest or any other amount payable under or with respect foregoing having the power to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicabletax.

Additional Amounts. (a) All payments made by or on behalf of the Issuer Company or any Guarantor (each a “Payor”) under or with respect to the Notes or any Note Guarantee will be made free and clear of and without withholding or deduction for for, or on account of Taxes imposed of, any present or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”)future Taxes, unless such Payor the Company or a Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. thereof If a Payor the Company or any Guarantor (or any other applicable withholding agent) is so required to withhold or deduct any amount for for, or on account of, any Taxes imposed or levied by or on behalf of Taxes (a) the government of Canada or any province or territory thereof, (b) any jurisdiction in which the Company or any Guarantor is incorporated, organized, resident or doing business for tax purposes or (c) any jurisdiction from or through which any payment is made by or on behalf of the Company or any Guarantor (including the jurisdiction of any Paying Agent) or, in each case, a political subdivision thereof or therein (each of (a), (b) and (c) a “Relevant Taxing Jurisdiction”) in respect of any payment made under or with respect to the Notes or any Note Guarantee, (a) the Company, the Guarantor or the applicable withholding agent will make such Payorwithholding or deduction, subject (b) the Company, the Guarantor or the applicable withholding agent will remit the full amount deducted or withheld to the exceptions set forth relevant government authority in Section 2.5(b), accordance with and in the time required under applicable law and (c) the Company or the applicable Guarantor will pay such additional amounts (“Additional Amounts”) as may be necessary such so that the net amount received in respect of such payment by each Holder or Beneficial Holder beneficial owner of Notes after such withholding or deduction (including any deduction or withholding or deduction attributable to in respect of Additional Amounts payable hereunder but excluding Taxes on net incomeAmounts) will not be less than equal the amount the Holder or Beneficial Holder, as the case may be, such beneficial owner would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not; provided, however, pay that no Additional Amounts will be payable with respect to: (1) any Taxes, to a the extent such Taxes would not have been imposed but for the existence of any present or former connection between the Holder or Beneficial beneficial owner of Notes and the Relevant Taxing Jurisdiction (including such Holder with or beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, the Relevant Taxing Jurisdiction) other than a connection arising solely from the acquisition, ownership, holding or disposition of such Note, the enforcement of such Note or any Guarantee, or the receipt of payments in respect of such Note or any Guarantee; (2) any Taxes, to any the extent such Taxes are imposed or withheld by reason of the following Holder’s or beneficial owner’s failure to satisfy any certification, identification or other reporting requirements, whether imposed by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, which are necessary to enable the Company or a Guarantor to make payments on the Notes without deduction or withholding for Taxes; provided, however, that the Company has delivered a written request to such Holder or beneficial owner to comply with such requirements at least 30 days prior to the date by which such compliance is required and such Holder or beneficial owner can legally comply with such requirements; (3) any Taxes, to the extent such Taxes would not have been imposed if the presentation of a Note (where presentation is required) for payment had occurred within 30 days after the date such payment was due and payable or was duly provided for, whichever is later, but only to the extent such Additional Amounts would not have been required had the Note been presented on the last day of the applicable 30 day period; (4) any Taxes that are imposed on or with respect to any payment made to any Holder who is a fiduciary or partnership or other person that is not the sole beneficial owner of such payment, to the extent that a beneficiary or settlor (for tax purposes) with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of the applicable Note; (5) any Canadian Taxes, to the extent such Taxes would not have been imposed but for the fact that the Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: beneficial owner (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for within the purposes meaning of the Tax ActITA) at with the time of making such payment Company or a Guarantor or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax ActITA) of the Issuer Company or (ii) a Guarantor or does not dealing deal at arm’s length (for within the purposes meaning of the Tax ActITA) with any such specified shareholder; (6) any Taxes imposed as a “specified non-resident shareholder” (as defined in result of the application of subsection 18(5212(3.2) of the Tax ActITA; (7) any estate, inheritance, gift, sales, transfer or similar Tax; (8) any Taxes that are payable other than by deduction or withholding from payments under or with respect to the Notes or any Guarantee; (9) any Taxes imposed pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Issuer; orCode; (vii10) any combination of the foregoing items (i1) through (vi9) above. Each of the Company and the Guarantors will, jointly and severally, indemnify and hold harmless each Holder and beneficial owner of Notes for (x) any Taxes levied by a Relevant Taxing Jurisdiction (other than Taxes excluded by clauses (1) through (10) above) and paid by each such Holder or beneficial owner as a result of payments made under or with respect to such Notes or Guarantee, and (y) any Taxes (other than Taxes excluded by clauses (1) through (10) above) so levied or imposed with respect to any indemnification payments under the foregoing clause (x) or this clause (y) such that the net amount received by such Holder or beneficial owner after such indemnification payments will not be less than the net amount the Holder or beneficial owner would have received if the Taxes described in clauses (x) and (y) above had not been imposed. Whenever there is mentioned in this Indenture, in any context, the payment of principal, premium (if any). , Redemption Price, interest or of any other amount payable under or with respect to the Notes or any Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof The Company or the relevant Guarantor will provide to the Trustee (cor to a Holder or beneficial owner upon written request), within 60 days after the date the payment of any Taxes giving rise to Additional Amounts is due, receipts or, if receipts are not available, other documentation reasonably satisfactory to the Trustee evidencing payment by the Company or such Guarantor of such Taxes. The Company and the Guarantors will pay any present or future stamp, issue, registration, court or documentary Taxes, or any other excise, property or similar Taxes that arise in any Relevant Taxing Jurisdiction from the execution, delivery, issuance or registration or enforcement of the Notes, this Indenture, any Guarantee or any other document or instrument referred to therein, or the receipt of any payments under or with respect to the Notes or any Guarantee (“Documentary Taxes”). The obligation to pay Additional Amounts and Documentary Taxes under this Section 1027 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor to the Company or any Guarantor and to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, organized, resident or doing business for tax purposes or any jurisdiction from or through which such person (or its paying agent) At least 30 calendar days prior to each date on which makes any payment under or with respect to the Notes or any Note Guarantee and, in each case, any political subdivision thereof or therein. At least 30 days prior to each date on which any payment under, or with respect to, the Notes or any Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment payable (unless such obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), if the Payor Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to Holders the beneficial owners of such Notes on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicable.

Additional Amounts. (a) All With respect to any payments made by or on behalf the Guarantor of the Issuer Notes, the Guarantor will make all payments of principal of, premium, if any, and interest on (whether on scheduled payment dates or any Guarantor (each a “Payor”upon acceleration) under or with and the Redemption Price, if any, payable in respect to the Notes or of any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of Taxes of, any present or future tax, duty, levy, impost, assessment or other governmental charge, including penalties, interest and other liabilities related thereto (“Taxes”), imposed or levied by or on behalf of Bermuda or any other jurisdiction in which such Payor the Guarantor is organizedengaged in business, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment generally subject to tax on the Notes a net income basis, or any Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”)or taxing authority of or in any of the foregoing, unless such Payor the Guarantor is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. If a Payor To the extent that the Guarantor is so required to withhold or deduct any amount for for, or on account of of, such Taxes from any payment made under or with respect to the Notes or any Note GuaranteeNotes, such Payor, subject to the exceptions set forth in Section 2.5(b), Guarantor will pay such additional amounts (“Additional Amounts”) ), as may be necessary such so that the net amount received in respect of such payment by each Holder or Beneficial Holder (including Additional Amounts), after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the amount the such Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes . As used herein and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Original Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (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 Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers toreference, in any contextcontext other than the case of Section 502(1) of the Original Indenture, to payment of the principal (and premium, if any), the payment of principalRedemption Price, Premium (if any) and , interest or any other amount payable under or with respect to any Note, such shall be deemed to include a reference shall include to the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or indemnification payments as described would be payable by the Guarantor in respect thereof. The foregoing provisions of this Section 2.5, if applicable1.09 shall survive any termination or discharge of the Indenture and any Defeasance of the Notes.

Additional Amounts. (a) All payments made by or on behalf of any of the Issuer or any Guarantor (each a “Payor”) Guarantors under or with respect to the Notes or any and the Note Guarantee Guarantees will be made free and clear of and without withholding or deduction for for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest related thereto) (“Taxes”) unless the withholding or deduction of such Taxes is then required by law or by the official interpretation or administration thereof. If, with respect to a Guarantor, any withholding or deduction for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction (other than the United States) in which such Payor Guarantor is then incorporated, organized, engaged in business or resident or carrying on business for tax purposes purposes, or any political subdivision or governmental authority thereof or therein having power to tax or (ii) any jurisdiction (other than the United States) from or through which payment is made by or on behalf of such Payor (or its agents) makes any payment on the Notes or any Note Guarantee or any department or political subdivision thereof Guarantor (each, a “Relevant Taxing Tax Jurisdiction”), unless such Payor is will at any time be required to withhold or deduct Taxes be made from any payments made by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account behalf of Taxes from any payment made under or such Guarantor with respect to the Notes or any its Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, such Payor, subject to the exceptions set forth in Section 2.5(b), Guarantor will pay such additional amounts (the “Additional Amounts”) as may be necessary such in order that the net amount amounts received in respect of such payment payments by each Holder or Beneficial Holder (including payments of Additional Amounts) after such withholding or deduction will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (including 1) any Taxes that would not have been imposed but for the Holder or beneficial owner of the Notes being a citizen, resident or national of, incorporated in or carrying on a business in the relevant Tax Jurisdiction in which such Taxes are imposed, or having any other present or former connection with the relevant Tax Jurisdiction in which such Taxes are imposed other than by the mere acquisition or holding of any Note or the enforcement or receipt of payment under or in respect of any Note or any Note Guarantee; (2) any Taxes imposed or withheld as a result of the failure of the Holder or beneficial owner of the Notes to comply with any written request, made to the Holder or beneficial owner in writing at least 90 days before any such withholding or deduction attributable would be made, by the Issuer or any of the Guarantors to provide timely or accurate information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any certification information or other reporting requirements (to the extent such 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 all or part of such Taxes; (3) any Taxes that are imposed or withheld as a result of the presentation of any Note for payment (where Notes are in the form of definitive notes and 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 payable hereunder but excluding Taxes had the Note been presented on net income) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if last day of such Taxes had not been required to be so withheld or deducted.30 day period); (b4) Notwithstanding Section 2.5(a)any estate, a Payor will notinheritance, howevergift, pay Additional Amounts to a Holder sales, use, transfer, personal property or Beneficial Holder similar Taxes; (5) any Taxes which are payable otherwise than by deduction or withholding from payments made under or with respect to any of the following Guarantee; (6) any Taxes that were imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes and the Note Guarantees to any Holder of a Note who is a fiduciary or partnership or Person other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a partner of such partnership or a beneficial owner would be required to include such payment in its income under the laws of the relevant Tax Jurisdiction and would not have been entitled to receive payment of the Additional Amounts had the beneficiary, settlor, partner or beneficial owner been the Holder of such Note; (7) any Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the Issue Date (or any amended or successor version of such sections 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 with respect to the foregoing or any law or regulation adopted pursuant to any such intergovernmental agreement, or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or (8) any combination of items (1) through (7) above. In addition to the foregoing, the Dutch Guarantor will pay and indemnify the Holders for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise, property or similar taxes levied by The Netherlands on or in connection with the execution, delivery, registration or enforcement of the Note Guarantee is due provided by the Dutch Guarantor or with respect to any payment to a Holder of Notes thereunder (limited, solely in the case of taxes attributable to the receipt of any payments with respect thereto, to any such taxes that are not excluded under clauses (1) through (4) and payable, if a Payor (6) through (7) or any combination thereof). If the Issuer or any Guarantor becomes aware that any Guarantor will be obligated to pay Additional Amounts with respect to such any payment under or with respect to any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date at least 30 days prior to the date of payment (unless such the obligation to pay Additional Amounts arises after the 35th 30th day prior to the date on which such that payment is due and payabledate, in which case it will be the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter), the Payor will deliver to the Trustee ) an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable and will payable. The Officer’s Certificate must also set forth such any other information reasonably necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. (d) . The Payors, jointly Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The relevant Guarantor will make all deductions and severally, withholding of Taxes required by law and will indemnify and hold harmless remit the Holders and Beneficial Holders and, upon written request full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each relevant Tax authority evidencing the payment of any Holder Taxes so deducted or Beneficial Holderwithheld. Upon written request, reimburse such Holder or Beneficial Holder for the amount relevant Guarantor will furnish to the Holders, within 60 days after the date the payment of (i) any Taxes levied so deducted or imposed withheld is made, certified copies of Tax receipts evidencing payment by a Relevant Taxing Jurisdiction and payable the Guarantor, or if, notwithstanding such Guarantor’s efforts to obtain receipts, receipts are not obtained, other evidence of payments by such Holder Guarantor. Whenever this Indenture mentions the payment of amounts based on the principal amount, interest or Beneficial Holder in connection with payments made under any other amount payable under, or with respect to, any Note Guarantee, such mention shall be deemed to include the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent that, in such Holder or Beneficial Holder received context, Additional Amounts with respect to such payments. (e) In additionare, the Payor will pay any stamp, issue, registration, court, documentation, excise were or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time would be payable in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) thereof. The above obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply apply, mutatis mutandis mutandis, to any jurisdiction in which any successor Person to any Payor and to any jurisdiction Guarantor is then incorporated, organized, engaged in which such successor is organized business or is otherwise resident or doing business for tax purposes purposes, or any political subdivision or governmental authority thereof or therein having power to tax or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in on behalf of any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicableGuarantor.

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 Guarantor successor thereto (each each, a “Payor”) under or with respect to the Notes or any Note Guarantee will shall be made free and clear of of, and without withholding or deduction for for, or on account of, any present or future taxes, levies, duties, imposts, assessments or other governmental charges, including any interest, additions to tax and penalties related thereto (collectively, “Taxes”), unless such withholding or deduction is required by applicable law. If any Payor, or any other applicable withholding agent, is required to withhold or deduct any amount in respect of Taxes any payment made in respect of the Notes or any Guarantee with respect to any Tax imposed or levied by or on behalf of any jurisdiction in which such any Payor is is, at any time, organized, resident or carrying on doing business for tax purposes purposes, or any jurisdiction from or through which such any Payor or any paying agent (or its agentson behalf of any Payor) makes any payment payments on the Notes or any Note Guarantee or Guarantee, or, in each case, any department governmental authority or political subdivision thereof or therein having the power to tax (each, a “Relevant Taxing Tax Jurisdiction”), unless such the Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, such Payorwill, subject to the exceptions and limitations set forth in Section 2.5(b)below, will pay such additional amounts (“Additional Amounts”) as may be are necessary such so that the net payment received by a beneficial owner of the Notes (including any Additional Amounts), after withholding or deduction for any Taxes of any Relevant Tax Jurisdiction (including in respect of any Additional Amounts) will equal the amount such beneficial owner would have received in respect of such payment by each Holder or Beneficial Holder after had no such withholding or deduction (including withholding or deduction attributable been required. A Payor’s obligation to pay Additional Amounts payable 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, member or shareholder of the holder if the holder is an estate, trust, 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 but excluding Taxes on net income) will not be less than or thereunder), including being or having been a citizen or resident of the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted.Relevant Tax Jurisdiction; (b) Notwithstanding Section 2.5(ato any Taxes that are imposed or 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 beneficial owner is legally eligible to satisfy such requirements, exemptions or reductions), in each case, if compliance with such action is required as a precondition to exemption from, or reduction in, such Tax by a Relevant Tax Jurisdiction; (c) to any Taxes that are imposed other than by withholding or deduction by a Payor will not, however, pay Additional Amounts to or other applicable withholding agent in respect of a Holder or Beneficial Holder payment with respect to the Notes or any Guarantee; (d) to any estate, inheritance, gift, sales, transfer, wealth or similar Taxes; (e) to any Taxes that are imposed as a result of the following presentation of a Note for payment (where presentation is required) more than 30 days after the relevant 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-day period); (f) [reserved]; (g) to any Tax imposed pursuant to current Sections 1471 through 1474 of 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 or official interpretations thereof, any agreement entered into pursuant to current Section 1471(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 Holder fiduciary, partnership, limited liability company or Beneficial Holder or required to be withheld or deducted from a 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 Holder result of clauses (a)-(g) or Beneficial Holder:(i) of this Section 4.21; or (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing above items (i) through the foregoing Taxes described in clauses (via)-(i). (c) , “Excluded Taxes”). At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (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 a certificate of an Officer’s Certificate officer 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 holders on the payment date. (d) . The Payorsapplicable Payor, jointly and severallyif it is the applicable withholding agent, will indemnify make any required withholding or deduction and hold harmless remit the Holders and Beneficial Holders full amount deducted or withheld to the Relevant Tax Jurisdiction in accordance with applicable law. The Issuer will provide the Trustees (and, upon written request request, any holders or beneficial owners of any Holder the Notes) with official receipts or Beneficial Holder, reimburse such Holder or Beneficial Holder for other documentation evidencing the amount payment of (i) any the Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if are paid. The Issuer and the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor Guarantors will pay and indemnify each holder of Notes for any present or future stamp, court, issue, registrationregistration or documentary Taxes or any other excise, court, documentation, excise property or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed Taxes that are levied by any Relevant Taxing Tax Jurisdiction at any time from the execution, delivery, enforcement or registration of the Notes (other than in respect of a transfer of a Note, to someone other than the executionIssuer or its Affiliates, issuance, registration or delivery that occurs after the sale of such Note to an investor pursuant to the offering of the Notes), any Note Guarantee the Guarantees, this Indenture or any other document or instrument referred to thereunder and any such taxesin relation thereof, charges or duties imposed by any Relevant Taxing Jurisdiction on the receipt of any payments made pursuant with respect to the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments with respect thereto, to any such Taxes levied by a Relevant Tax Jurisdiction that are not excluded under clauses (a), (b) and (d) through (h) or as any combination thereof). Whenever in this Indenture there is mentioned in any context: the payment of principal, redemption prices or purchase prices in connection with a result ofredemption or purchase of Notes, interest, or in connection with, the enforcement any other amount payable with respect to any of the NotesNotes or any Guarantee, any Note Guarantee and/or any other such document reference shall be deemed to include payment of Additional Amounts as described under this Section 4.21 to the extent that, in such context, Additional Amounts are, were or instrument. (f) would be payable in respect thereof. The obligations described under this Section 2.5 4.21 will survive any termination, defeasance or discharge of this Indenture Indenture, and any transfer by a holder or beneficial owner of its Notes and will apply mutatis mutandis to any successor Person Person, to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicable.

Additional Amounts. (a) All payments made by or on behalf of the Issuer or any Guarantor (each a “Payor”) under or with respect to this Note under the Notes Indenture or pursuant to any Note Guarantee will must be made free and clear of and without withholding or deduction for or on account of Taxes any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the (1) the United States, Germany, Luxembourg, the United Kingdom or any political subdivision or governmental authority thereof or therein having the power to tax, (2) any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Note Guarantee is made, or any department or political subdivision or governmental authority thereof or therein having the power to tax or (each3) any other jurisdiction in which the payor is organized or otherwise considered to be a resident or engaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each a “Relevant Taxing Jurisdiction”), collectively, “Taxes”, unless such Payor the Issuer, relevant Guarantor or other applicable withholding agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereofthereof by the relevant government authority or agency. If the Issuer, a Payor Guarantor or other applicable withholding agent making a payment on behalf of the Issuer or a Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or any Note Guarantee, the Issuer or such PayorGuarantor, subject to as the exceptions set forth in Section 2.5(b)case may be, will be required to pay such additional amounts amount (such amount the “Additional Amounts”) as may be necessary such so that the net amount (including Additional Amounts) received in respect of such payment by each Holder or Beneficial Holder holder after such withholding or deduction (including any withholding or deduction attributable to on such Additional Amounts payable hereunder but excluding Taxes on net incomeAmounts) will not be less than the amount the Holder or Beneficial Holder, as the case may be, such holder would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a Payor will not; provided, however, pay that no Additional Amounts to a Holder or Beneficial Holder will be payable with respect to payments made to any holder to the extent such Taxes are imposed by reason of (i) such holder or beneficial owner being considered to be or to have been connected with a Relevant Taxing Jurisdiction, other than by the acquisition, ownership, holding or disposition of this Note, the enforcement of rights under this Note or under any Note Guarantee or the receipt of payments in respect of this Note or any Note Guarantee, or (ii) such holder or beneficial owner not completing any procedural formalities that it is legally eligible to complete and are necessary for the Issuer, Guarantors or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of this Note or any Note Guarantee a complete, correct and executed IRS Form W-8 or W-9 or substitute or successor form, as applicable, with all appropriate attachments or a comparable form required by another Relevant Taxing Jurisdiction). Further, no Additional Amounts shall be payable with respect to (i) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner holding or owning, actually or constructively, 10% or more of the following total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote, (ii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to the Issuer or any Guarantor, (iii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business or (iv) any United States federal tax imposed pursuant to FATCA, (v) with respect to German tax residents any Tax withheld by a German custodian, who is required to deduct the withholding tax from such interest payments, provided that this Note is held in custody with such German custodian. The Issuer or any Guarantor (as applicable) required to withhold any Taxes imposed will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or any Guarantor (as applicable) will use commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or such Guarantor (as applicable) of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Wherever in the Indenture, this Note or any Note Guarantee there are mentioned, in any context, (1) the payment of principal, (2) purchase prices in connection with a purchase of Notes under the Indenture or this Note, (3) interest or (4) any other amount payable on or with respect to a Holder this Note or Beneficial Holder or required any Note Guarantee, such reference shall be deemed to be withheld or deducted from a include payment of Additional Amounts as described under this heading to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxesthe extent that, in each case (i) imposed as a result of such Holder context, Additional Amounts are, were or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts would be payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) thereof. At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payableof principal, premium, if any, interest or other amounts on this Note is to be made (unless an obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Issuer or a Payor Guarantor will be obligated to pay Additional Amounts with respect to any 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)payment, the Payor Issuer will deliver to promptly furnish the Trustee and the Paying Agent, if other than the Trustee, with an Officer’s Officers’ Certificate stating that such Additional Amounts will be payable and the amounts so payable payable, and will set forth such other information necessary to enable the Trustee or the Paying Agent to pay such Additional Amounts to Holders the holders on the payment date. . The Issuer or a Guarantor (das applicable) The Payors, jointly and severally, will indemnify and hold harmless pay to the Holders and Beneficial Holders Trustee or the Paying Agent such Additional Amounts and, upon written request if paid to a Paying Agent other than the Trustee, shall promptly provide the Trustee with documentation evidencing the payment of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount Additional Amounts. Copies of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments documentation shall be made under or with respect available to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the holders upon request. The foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 Paragraph 2 will survive any termination, defeasance or discharge of the Indenture. References in this Indenture and will Paragraph 2 to the Issuer or any Guarantor shall apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if anysuccessor(s) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicablethereto.