Common use of Additional Amounts Clause in Contracts

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XI

Additional Amounts. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any a Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any principal, premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers' Certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 pursuant to this Section 1010 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection 1010 or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 20 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 3. 1. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 5.2(l), the payment of the principal of or any premium or Make-Whole Amount, if any, or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 3.1 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 3.1, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium or Make-Whole Amount, if any, is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount, if any, or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or Make-Whole Amount, if any, or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country Country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers' Certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection 10.10 or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 3.01. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 5.02(a), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 3.01 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 3.01, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers' Certificate, then the Trustee or such Paying Agent shall be entitled (a) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (b) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection 10.10 or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers' Certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection 1010 or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsamounts to any Holder who is not a United States person in respect of any tax, assessment or governmental charge ("Additional Amounts"), the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto such Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest interest, if any, on, or in respect of, any Security of a series or payment of any series related coupon or the net proceeds received on the sale or exchange of any Security of any a series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and any premium premium, if any) is made), and at least 10 days prior to each date of payment of principal and any premium (or premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Officer's Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any principal, premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled to (i) assume that no such withholding or deduction is required with respect to any payment of principal of (or premium, if any) or interest, if any, on any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal of (and premium, if any) and interest, if any, on the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and Trustee, any Paying Agent Agent, and their respective officers, directors, employees, and agents 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' Officer's Certificate furnished pursuant to this Section. ARTICLE XIThis sentence shall survive the termination of this Indenture and the earlier resignation or removal of the Trustee.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company or a Guarantor will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of principal (and premium, if any), the principal of Redemption Price, if any, interest or any premium other amount payable under or interest on, or in with respect of, any Security of any series or the net proceeds received on the sale or exchange of to any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this such terms. Except as otherwise specified as contemplated by Section and express mention of the payment of additional amounts (301, if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Officer’s Certificate, the Company or a Guarantor, as the case may be, will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens or any related coupons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that or within the series. If any such withholding shall be required, then such Officers' Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts, if any, required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants and each Guarantor covenant, on a joint and several basis, to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including legal fees and expenses) reasonably incurred without gross 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' Officer’s Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company’s or a Guarantor’s, as the case may be, not furnishing such an Officer’s Certificate.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series or any coupon appertaining thereto additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, of any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, context additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, tax assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, loss liability or expense reasonably incurred without negligence or bad faith willful misconduct 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. ARTICLE XI.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company or the Guarantor will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of principal (and premium, if any), the principal of Redemption Price, if any, interest or any premium other amount payable under or interest on, or in with respect of, any Security of any series or the net proceeds received on the sale or exchange of to any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this such terms. Except as otherwise specified as contemplated by Section and express mention of the payment of additional amounts (301, if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Officer’s Certificate, the Company or the Guarantor, as the case may be, will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens or any related coupons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that or within the series. If any such withholding shall be required, then such Officers' Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts, if any, required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants and the Guarantor covenant, on a joint and several basis, to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including legal fees and expenses) reasonably incurred without gross negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Officer’s Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company’s or the Guarantor’s, as the case may be, not furnishing such an Officer’s Certificate.

Additional Amounts. (a) If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company through the Paying Agent will pay to the Holder of any a Security of such series additional amounts series. Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If . (b) Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any principal, premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal of (or premium, if any) or interest with respect to any Securities of a series until it shall have received a certificate advising otherwise and (2) to make all payments of principal of (or premium, if any) and interest with respect to the Securities of a series without withholding or deductions until otherwise advised. 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. ARTICLE XI.

Additional Amounts. If the Securities of a series Series provide for the payment of additional amountsamounts to any Holder who is a non-United States Person in respect of any tax, assessment or governmental charge (“Additional Amounts”), the Company will pay to the Holder of any Security of such series additional amounts Series or any Coupon appertaining thereto such Additional Amounts as may be so provided thereinby Section 2.3. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of a Series or payment of any series related Coupon or the net proceeds received on the sale or exchange of any a Security of any seriesa Series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such Series established pursuant to Section 2.3 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 2.3, if the Securities of a series Series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been on which any change with respect to the matters set forth in the below-mentioned Officers' CertificateAdditional Amount shall be payable, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate a compliance certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series Series shall be made to Holders of Securities of that series Series or any related Coupons who are non-United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that seriesSeries. If any such withholding shall be required, then such Officers' Certificate compliance certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that Series or related Coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Officer’s’ Certificate furnished pursuant to this Section or in the event the Trustee shall not withhold or deduct any sums as a result of the non-receipt of a compliance certificate pursuant to this Section. ARTICLE XI.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of principal (and premium, if any), the principal of Redemption Price, if any, interest or any premium other amount payable under or interest on, or in with respect of, any Security of any series or the net proceeds received on the sale or exchange of to any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this such terms. Except as otherwise specified as contemplated by Section and express mention of the payment of additional amounts (301, if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Officer’s Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens or any related coupons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that or within the series. If any such withholding shall be required, then such Officers' Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts, if any, required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including legal fees and expenses) reasonably incurred without gross negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Officer’s Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company’s not furnishing such an Officer’s Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company Issuer will pay to the Holder holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 3.01. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 3.01 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms; and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 3.01, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-below mentioned Officers' Certificate, the Company Issuer will furnish the Trustee and the CompanyIssuer's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company Issuer will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Issuer 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Issuer's not furnishing such an Officers' Certificate.

Additional Amounts. If At least 30 days prior to each date on which payment of principal, premium, if any, or interest on the Securities Notes or any Guarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or at some time after the 30th day prior to such date, in which case it shall be as soon as practicable after such obligation arises), if the Payor shall be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to any such payment, the Payor shall deliver to the Trustee an Officers’ Certificate stating that such Additional Amounts will be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee or the Paying Agent, as the case may be, to pay such Additional Amounts to the holders of the Notes on the payment date. Each such Officers’ Certificate shall be relied upon until the receipt of a series further Officers’ Certificate addressing such matters. The Payor shall pay to the Trustee, or the Paying Agent, as the case may be, such Additional Amounts and, if paid to a Paying Agent other than the Trustee, shall provide for the Trustee with documentation evidencing the payment of additional amounts, the Company will pay such Additional Amounts. Copies of such documentation shall be made available to the Holder holders of the Notes upon request. The Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Security Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copy to each holder of a Note. The Payor shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such series additional amounts as provided withholding Taxes paid per $1,000 principal amount of the Notes. The foregoing obligations of this Section 4.15 will survive any termination, defeasance or discharge of this Indenture and will apply with appropriate changes to any jurisdiction in which any successor Person to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of principal, premium, if any, redemption prices or purchase prices in connection with a redemption or purchase of the principal of Notes, as applicable, or interest, if any, or any premium other amount payable on or interest on, or in with respect of, to any Security of any series or Note and the net proceeds received on the sale or exchange of any Security of any seriesGuarantees, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section Additional Amounts to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XIthereof.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company Issuer will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(i), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company Issuer will furnish the Trustee and the CompanyIssuer's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company Issuer will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Issuer 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Issuer's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsamounts to any Holder who is not a United States person in respect of any tax, assessment or governmental charge ("Additional Amounts"), the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto such Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any, on) or interest on, or in respect of, any Security of a series or payment of any series related coupon or the net proceeds received on the sale or exchange of any Security of any a series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and any premium premium, if any) is made), and at least 10 days prior to each date of payment of principal (and any premium premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and any premium premium, if any, on) or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled to (i) assume that no such withholding or deduction is required with respect to any payment of principal (and premium, if any) or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal (and premium, if any) and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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. ARTICLE XI.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company Issuer will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(a), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will Issuer shall furnish to the Trustee and the Company's principal Payment Agent or Paying AgentsAgent, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company Issuer will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Issuer 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Issuer's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 3.01. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 5.02(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 3.01 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 3.01, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Indenture Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Indenture Trustee, with an Officers' Certificate instructing the Indenture Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Indenture Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Indenture Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Indenture Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Indenture 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date interest payment date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium Principal of or interest on the Securities of that series if there has been any a change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will shall furnish to the Trustee and the Company's principal Payment Agent or Paying Agentspaying agent, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents paying agent whether such payment of principal Principal of and any premium or interest on the Securities of that series shall be made to Holders of the Securities of that series who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding or deduction shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders of Securities and shall certify the fact that additional amounts will be payable and the amounts so payable to each Holder, and the Company will shall pay to the Trustee or such Paying Agent paying agent the additional amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any Paying Agent paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct 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. ARTICLE XIWhenever in this Indenture there is mentioned, in any context, the payment of the Principal of or interest or any other amounts on, or in respect of, any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof 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.

Additional Amounts. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will shall pay to the Holder of any a Security of such series additional amounts or any related coupon Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will shall not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will shall furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any principal, premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens or any related coupons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will shall pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 45 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 20 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the Securities of a series Series provide for the payment of additional amountsamounts to any Holder who is a non-United States Person in respect of any tax, assessment or governmental charge ("Additional Amounts"), the Company will pay to the Holder of any Security of such series additional amounts Series or any Coupon appertaining thereto such Additional Amounts as may be so provided thereinby Section 2.3. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of a Series or payment of any series related Coupon or the net proceeds received on the sale or exchange of any a Security of any seriesa Series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such Series established pursuant to Section 2.3 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 2.3, if the Securities of a series Series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been on which any change with respect to the matters set forth in the below-mentioned Officers' CertificateAdditional Amount shall be payable, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate a compliance certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series Series shall be made to Holders of Securities of that series Series or any related Coupons who are non-United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that seriesSeries. If any such withholding shall be required, then such Officers' Certificate compliance certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that Series or related Coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Officer's Certificate furnished pursuant to this Section or in the event the Trustee shall not withhold or deduct any sums as a result of the non-receipt of a compliance certificate pursuant to this Section. ARTICLE XI.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company Issuer will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Officer’s Certificate, the Company Issuer will furnish the Trustee and the Company's Issuer’s principal Payment Agent or Paying Agents, if other than the Trustee, with an Officers' Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company Issuer will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company Issuer 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' Officer’s Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date interest payment date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium Principal of or interest on the Securities of that series if there has been any a change with respect to the matters set forth in the below-below- mentioned Officers' ’ Certificate, the Company will shall furnish to the Trustee and the Company's principal Payment Agent or Paying AgentsAgent, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal Principal of and any premium or interest on the Securities of that series shall be made to Holders of the Securities of that series who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding or deduction shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders of Securities and shall certify the fact that additional amounts will be payable and the amounts so payable to each Holder, and the Company will shall pay to the Trustee or such Paying Agent the additional amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without gross negligence or bad faith willful misconduct on their part part, as determined by a final, non-appealable decision by a court of competent jurisdiction, 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 SectionSection or in the event the Trustee shall not withhold or deduct any sums as a result of the non-receipt of such an Officers’ Certificate. ARTICLE XIWhenever in this Indenture there is mentioned, in any context, the payment of the Principal of or interest or any other amounts on, or in respect of, any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof 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.

Additional Amounts. If the Securities of a series Series provide for the payment of additional amountsamounts to any Holder who is a non-United States Person in respect of any tax, assessment or governmental charge (“Additional Amounts”), the Company will pay to the Holder of any Security of such series additional amounts Series or any Coupon appertaining thereto such Additional Amounts as may be so provided thereinby Section 2.3. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of a Series or payment of any series related Coupon or the net proceeds received on the sale or exchange of any a Security of any seriesa Series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such Series established pursuant to Section 2.3 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 2.3, if the Securities of a series Series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been on which any change with respect to the matters set forth in the below-mentioned Officers' CertificateAdditional Amount shall be payable, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate a compliance certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series Series shall be made to Holders of Securities of that series Series or any related Coupons who are non-United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that seriesSeries. If any such withholding shall be required, then such Officers' Certificate compliance certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that Series or related Coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Officer’s Certificate furnished pursuant to this Section or in the event the Trustee shall not withhold or deduct any sums as a result of the non-receipt of a compliance certificate pursuant to this Section. ARTICLE XI.

Additional Amounts. If specified as contemplated by Section 2.3(a), the Securities of a series may provide for the payment of additional amounts, and in such case, the Company will pay to the Holder of any Security of such series or any coupon appertaining thereto additional amounts as provided therein. Whenever Wherever in this Indenture there is mentioned, in any context, the payment of the principal Principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange payment of any Security of any seriesrelated coupon, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium Principal is made), and at least 10 days prior to each date of payment of principal Principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal Principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States ▇▇▇▇▇▇ ▇▇▇▇▇▇ Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts required by the Securities of such series and this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicablea) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date interest payment date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium Principal of or interest on the Securities of that series if there has been any a change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will shall furnish to the Trustee and the Company's principal Payment Agent or Paying Agentspaying agent, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents paying agent whether such payment of principal Principal of and any premium or interest on the Securities of that series shall be made to Holders of the Securities of that series who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding or deduction shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders of Securities and shall certify the fact that additional amounts will be payable and the amounts so payable to each Holder, and the Company will shall pay to the Trustee or such Paying Agent paying agent the additional amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any Paying Agent paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct 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. ARTICLE XI. (b) Whenever in this Indenture there is mentioned, in any context, the payment of the Principal of or interest or any other amounts on, or in respect of, any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof 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.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company Issuer will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will Issuer shall furnish to the Trustee and the Company's principal Payment Agent or Paying AgentsAgent, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company Issuer will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Issuer 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Issuer's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company Partnership will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(l), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company Partnership will furnish the Trustee and the CompanyPartnership's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company Partnership will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Partnership 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Partnership's not furnishing such an Officers' Certificate.

Additional Amounts. If the Securities of a series expressly provide for the payment of additional amountsAdditional Amounts, and only in such circumstance, the Company will pay to the Holder of any Security of such that series additional amounts Additional Amounts as expressly provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on from the sale or exchange of any Security of any series, such that mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this Section 3.07 to the extent that, in such that context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 3.07, and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such that express mention is not made. If Unless otherwise provided pursuant to Section 2.01 with respect to Securities of any series, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 ten days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 ten days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will shall furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such that payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such that Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such those payments to such those Holders of Securities Securities, and the Company will pay to the Trustee or such that Paying Agent the additional amounts Additional Amounts required by this SectionSection 3.07. The Company covenants to indemnify the Trustee and any Paying Agent for, for and to hold them harmless against, against any loss, liability or expense reasonably incurred without gross negligence or bad faith willful misconduct 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. ARTICLE XISection 3.07.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, mentioned the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturitythe Maturity Date, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest Interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers’ Certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal, premium or Interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal, premium and Interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 pursuant to this Section 1010 or in reliance on any Officers' ’ Certificate furnished pursuant to this Section. ARTICLE XISection 1010 or in reliance on the Company’s not furnishing such an Officers’ Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company Issuer will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, mentioned the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturitythe Maturity Date, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company Issuer will furnish the Trustee and the Company's Issuer’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest Interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company Issuer will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers’ Certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal, premium or Interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal, premium and Interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Issuer 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 pursuant to this Section 1010 or in reliance on any Officers' ’ Certificate furnished pursuant to this Section. ARTICLE XISection 1010 or in reliance on the Issuer’s not furnishing such an Officers’ Certificate.

Additional Amounts. Applicability of this Article. ----------------------------- If the any series of Debt Securities of a series provide provides for the payment of additional amountsAdditional Amounts, the Company will agrees to pay to the Holder of any such Debt Security of such series additional amounts Additional Amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Debt Security of any series or the net proceeds received on the sale or exchange of any Debt Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this Section by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms, and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions provision hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise provided in or pursuant to this Indenture, if the Debt Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that such series of Debt Securities (or if the Debt Securities of that such series will shall not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will shall furnish to the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Debt Securities of that such series shall be made to Holders of Debt Securities of that such series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Debt Securities of that such series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities Debt Securities, and the Company will agrees to pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Debt Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XIFOURTEEN

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, mentioned the payment of the principal of or any premium or interest Interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturitythe Maturity Date, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest Interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers’ Certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal, premium or Interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal, premium and Interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 pursuant to this Section 1009 or in reliance on any Officers' ’ Certificate furnished pursuant to this Section. ARTICLE XISection 1009 or in reliance on the Company’s not furnishing such an Officers’ Certificate.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at At least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day date ------------------ on which a payment of principal and any premium Accreted Value, principal, premium, if any, or interest on the Notes is to be made), and at least 10 days prior to each any subsequent such date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' CertificateCertificate described in this Section 4.20, the Company will furnish the Trustee and the Company's principal Payment Agent or Paying AgentsAgent, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such the Paying Agent or Paying Agents whether such payment of principal of and any premium Accreted Value, principal, premium, if any, or interest on the Securities Notes (whether or not in the form of that series Definitive Notes) shall be made to the Holders of Securities of that series who are United States Aliens without withholding for or on account of any present or future tax, duty, assessment or other governmental charge described charges of whatever nature (collectively "Taxes") imposed or levied by or on behalf of The Federal Republic of Germany or any jurisdiction in which the Securities Company or any Successor Company is organized or is otherwise resident for tax purposes or any political subdivision thereof or any authority having power to tax therein or any jurisdiction from or through which payment is made (each a "Relevant Taxing Jurisdiction"), unless the withholding or ---------------------------- deduction of that seriessuch Taxes is then required by law. If any such deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be requiredrequired on any payments made by the Company with respect to the Notes, including payments of Accreted Value, principal, redemption price, interest or premium, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such the Paying Agent the additional amounts required by this Sectionpursuant to paragraph 3 of the Notes (the "Additional Amounts") and, if paid to a Paying ------------------ Agent other than the Trustee, shall provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the Holders upon request. The Company covenants to shall indemnify the Trustee and any the 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 to them pursuant to this Section. ARTICLE XISection 4.20.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date interest payment date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium Principal of or interest on the Securities of that series if there has been any a change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will shall furnish to the Trustee and the Company's principal Payment Agent or Paying AgentsAgent, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal Principal of and any premium or interest on the Securities of that series shall be made to Holders of the Securities of that series who are United States Aliens without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding or deduction shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders of Securities and shall certify the fact that additional amounts will be payable and the amounts so payable to each Holder, and the Company will shall pay to the Trustee or such Paying Agent the additional amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' ’ Certificate furnished pursuant to this Section. ARTICLE XIWhenever in this Indenture there is mentioned, in any context, the payment of the Principal of or interest or any other amounts on, or in respect of, any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof 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.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal, premium or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal, premium and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the Securities of a series Series provide for the payment of additional amountsamounts to any Holder who is not a United States Person in respect of any tax, assessment or governmental charge (“Additional Amounts”), the Company will pay to the Holder of any Security of such series additional amounts Series or any Coupon appertaining thereto such Additional Amounts as may be so provided thereinby Section 2.03. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of a Series or payment of any series related Coupon or the net proceeds received on the sale or exchange of any a Security of any seriesa Series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such Series established pursuant to Section 2.03 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms, and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified pursuant to Section 2.03, if the Securities of a series Series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been on which any change with respect to the matters set forth in the below-mentioned Officers' CertificateAdditional Amount shall be payable, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an a Company Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series Series shall be made to Holders of Securities of that series Series or any related Coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that seriesSeries. If any such withholding shall be required, then such Company Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that Series or related Coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Company Officers' ’ Certificate furnished pursuant to this Section. ARTICLE XISection 3.05 or in the event the Trustee shall not withhold or deduct any sums as a result of not receiving a Company Officers’ Certificate pursuant to this Section 3.05.

Additional Amounts. If the any Securities of a series ------------------ provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company PEC will pay to the Holder of any Security of such any series or any coupon appertaining thereto additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and any premium premium, if any) is made), and at least 10 days prior to each date of payment of principal (and any premium premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company PEC will furnish the Trustee and the CompanyPEC's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and any premium premium, if any) or interest on the Securities of that series shall be made to Holders of Securities of that series or the related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company PEC will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company PEC 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. ARTICLE XI.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company Issuer will pay to the Holder holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms; and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-below mentioned Officers' Certificate, the Company Issuer will furnish the Trustee and the CompanyIssuer's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company Issuer will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Issuer 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Issuer's not furnishing such an Officers' Certificate.

Additional Amounts. (a) If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series or any related Coupon additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. . (b) If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will furnish the Trustee and the Company's principal Payment ’s Paying Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related Coupons who are United States Aliens (as defined in such Securities) without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such payments Payments to such Holders of Securities or Coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' ’ Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this Section to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will shall furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities securities 66 76 or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, 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. ARTICLE XIELEVEN

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at At least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day date on which a payment of principal and any premium principal, premium, if any, or interest on the Notes is to be made), and at least 10 days prior to each any subsequent such date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate’ Certificate described in Section 4.20 of the Indenture, the Company Issuer will furnish the Trustee and the Company's principal Payment Agent or Paying Agents, if other than the Trustee, Book-Entry Depositary with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents specifying whether such payment of principal of and any premium principal, premium, if any, or interest on the Securities of that series Notes shall be made to Holders of Securities of that series who are United States Aliens without withholding for or deduction for, or on account of of, any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country Taxes and the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will amount, if any, of additional amounts payable, net of amounts to which the Depositaries or owner of Book-Entry Interests is not entitled. The Book-Entry Depositary shall have no responsibility for determining whether a Depositary or any owner of a Book-Entry Interest is entitled to the payment of Additional Amounts, but shall be entitled to rely conclusively for this purpose on the Officers’ Certificate or on certifications from any Depositary. The Issuer shall, prior to the date on which the Book-Entry Depositary is required to make such payment, pay to the Trustee or Book-Entry Depositary amounts equal to any Additional Amounts payable on such Paying Agent date by the additional amounts required by Book-Entry Depositary under this SectionAgreement. The Company covenants to Issuer shall indemnify the Trustee and any Paying Agent Book-Entry Depositary for, and to hold them it 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 it in reliance on any Officers' ’ Certificate furnished to them pursuant to this SectionSection 2.15 or failure to furnish any such Officers’ Certificate. ARTICLE XINotwithstanding anything to the contrary provided above, the Book-Entry Depositary shall pay or cause to be paid Additional Amounts only out of funds that shall be received by it from the Issuer for that purpose.

Additional Amounts. If At least 30 days prior to each date on which payment of principal, premium, if any, or interest on the Securities Notes or any Subsidiary Guarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or at some time after the 30th day prior to such date, in which case it shall be as soon as practicable after such obligation arises),if the Payor will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to any such payment, the Payor will deliver to the Trustee an Officers’ Certificate stating that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee or the Principal Paying Agent, as the case may be, to pay such Additional Amounts to the holders of the Notes on the payment date. Each such Officers’ Certificate shall be relied upon until the receipt of a series provide for the payment of additional amounts, the Company further Officers’ Certificate addressing such matters. The Payor will pay to the Holder Trustee, or the Principal Paying Agent, as the case may be, such Additional Amounts and, if paid to a Paying Agent other than the Trustee, shall provide the Trustee with documentation evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the holders of the Notes upon request. The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Security Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to each holder of a Note. The Payor will attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such series additional amounts as provided withholding Taxes paid per €1,000 principal amount of the Notes. The foregoing obligations of this Section 4.15 will survive any termination, defeasance or discharge of this Indenture and will apply with appropriate changes to any jurisdiction in which any successor Person to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of the principal of principal, premium, if any, or interest, if any, or any premium other amount payable under or interest on, or in with respect of, to any Security of any series or Note and the net proceeds received on the sale or exchange of any Security of any seriesSubsidiary Guarantees, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section Additional Amounts to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XIthereof.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series or any coupon appertaining thereto additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without USA WASTE SERVICES, INC. SUBORDINATED INDENTURE - 58 - 66 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. ARTICLE XI.

Additional Amounts. If the any Securities of a series provide for ------------------ the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions provision hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium premium, if any, is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 gross negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium premium, Make-Whole Amount or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or Make-Whole Amount or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Officer’s Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that or within the series. If any such withholding shall be required, then such Officers' Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts, if any, required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including legal fees and expenses) 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' Officer’s Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company’s not furnishing such an Officer’s Certificate.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such any series or any coupon appertaining thereto additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and any premium premium, if any) is made), and at least 10 days prior to each date of payment of principal (and any premium premium, if any) or interest if there has been any change with respect to the matters set forth in the below-below- mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and any premium premium, if any) or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their Subordinated Indenture 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. ARTICLE XI.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 3. 1. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 5.2(a), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 3.1 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 3.1, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers' Certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 pursuant to this Section 10.7 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection 10.7 or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company Partnership will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(l), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company Partnership will furnish the Trustee and the CompanyPartnership's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company Partnership will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. The Company covenants to indemnify In the event that the Trustee and or any Paying Agent forAgent, 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. ARTICLE XIas

Additional Amounts. If At least 30 days prior to each date on which payment of principal, premium, if any, or interest on the Securities Notes or any Subsidiary Guarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or at some time after the 30th day prior to such date, in which case it shall be as soon as practicable after such obligation arises), if the Payor will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to any such payment, the Payor will deliver to the Trustee an Officers’ Certificate stating that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee or the Principal Paying Agent, as the case may be, to pay such Additional Amounts to the holders of the Notes on the payment date. Each such Officers’ Certificate shall be relied upon until the receipt of a series provide for the payment of additional amounts, the Company further Officers’ Certificate addressing such matters. The Payor will pay to the Holder Trustee, or the Principal Paying Agent, as the case may be, such Additional Amounts and, if paid to a Paying Agent other than the Trustee, shall provide the Trustee with documentation evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the holders of the Notes upon request. The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Security Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to each holder of a Note. The Payor will attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such series additional amounts as provided withholding Taxes paid per €1,000 principal amount of the Notes. The foregoing obligations of this Section 4.15 will survive any termination, defeasance or discharge of this Indenture and will apply with appropriate changes to any jurisdiction in which any successor Person to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of the principal of principal, premium, if any, or interest, if any, or any premium other amount payable under or interest on, or in with respect of, to any Security of any series or Note and the net proceeds received on the sale or exchange of any Security of any seriesSubsidiary Guarantees, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section Additional Amounts to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XIthereof.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series or any coupon appertaining thereto additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Officer's Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Officer's Certificate furnished pursuant to this Section. ARTICLE XISection 1005.

Additional Amounts. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any a Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and such terms; express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts (where applicable) in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium or premium, if any, is made), and at least 10 days prior to each date of payment of principal and any premium principal, premium, if any, or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any principal, premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal, premium, if any, or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants agrees 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. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the terms of the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of established as contemplated by ‎Section 2.03 specify that any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would will be payable in respect thereof pursuant to by the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of Issuer or a series provide for the payment of additional amountsGuarantor, at least 10 days prior to the first Interest Payment Date interest payment date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturitythe maturity thereof, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Officer’s Certificate, the Company Issuer will furnish the Trustee and the Company's Issuer’s principal Payment Agent paying agent or Paying Agentspaying agents, if other than the Trustee, with an Officers' Officer’s Certificate instructing the Trustee and such Paying Agent paying agent or Paying Agents paying agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company Issuer or the Guarantor, as the case may be, will pay to the Trustee or such Paying Agent paying agent or paying agents the additional amounts required by this Section. The Company covenants Each of the Issuer and Guarantor covenant to indemnify each of the Trustee and any Paying Agent paying agent for, and to hold each of 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' Officer’s Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith. ARTICLE XIWhenever in the Securities of any such series there is mentioned in any context, the payment of the principal of or interest or any other amounts on, or in respect of, such Securities, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such Securities 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 of such Securities shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made.

Additional Amounts. If the Securities of a series provide for the payment of additional amountsamounts as contemplated by clause (13) of Section 3.01, the Company will pay to ----------- ------------ the Holder of any Security of such series or any Coupon appertaining thereto additional amounts as upon the terms and subject to the conditions provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest interest, if any, on, or in respect of, any Security of any series or the payment of any Coupon appertaining thereto or the net proceeds received at maturity or on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that such series of Securities (or if the Securities of that such series will not bear interest prior to Maturity, the first day on which a payment of principal (and any premium premium, if any) is made), and at least 10 days prior to each date of payment of principal (and any premium premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium (or premium, if any) or interest on the Securities of that such series shall be made to Holders of Securities of that such series or any Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts amounts, if any, required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 20 days prior to the first Interest Payment Date with respect to that series 46 of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the Securities of a series expressly provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as expressly provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this Section to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 ten days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 ten days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will shall furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, 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 SectionSection 1009. ARTICLE XIELEVEN Redemption Of Securities

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series or any coupon appertaining thereto additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders 66 of Securities and or coupons, the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or or, in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502, the payment of principal (and premium, if any), the principal of Redemption Price, if any, interest or any premium other amount payable under or interest on, or in with respect of, any Security of any series or the net proceeds received on the sale or exchange of to any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this such terms. Except as otherwise specified as contemplated by Section and express mention of the payment of additional amounts (301, if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Officer’s Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether if such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without or any related coupons subject to withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that seriesor within the series unless such withholding arises solely because of a connection between the Trustee and the Taxing Jurisdiction other than a connection arising solely as a result of the Trustee performing its obligations under this Indenture, in which case the remaining sentences of this paragraph shall not apply. If any such withholding shall be required, then such Officers' Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts, if any, required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company covenants to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including legal fees and expenses) reasonably incurred without gross 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' Officer’s Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company’s not furnishing such an Officer’s Certificate.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company Operating Partnership will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company Operating Partnership will furnish the Trustee and the Company's Operating Partnership’s principal Payment Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company Operating Partnership will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company Operating Partnership 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. ARTICLE XI.

Additional Amounts. If All payments made on Book-Entry Securities will be made free and clear of and without deduction or withholding for any present or future taxes, duties, assessments or governmental charges of the Securities of a series provide for the payment of additional amounts, jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company will pay is incorporated. If any such deduction or withholding is required for any present or future taxes, duties, assessments or governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company is incorporated (“Taxes”), each owner of Book-Entry Securities shall, subject to the Holder of any Security of such series additional amounts as provided therein. Whenever limitations contained in this Indenture there is mentionedthe Indenture, in any context, be entitled to receive from the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Book-Entry Depositary additional amounts (if applicable“Additional Amounts”) with respect to any such payment, such limitations to be applied for these purposes by treating the owner of any Book-Entry Securities as a Holder or beneficiary of such payments (referred to in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not madeSection 1004 of the Indenture). If the Securities of a series provide for the payment of additional amounts, at At least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day date on which a withholding on account of Taxes would be required under applicable law or payment of principal and any premium is Additional Amounts would be required pursuant to this Section 2.14 to be made), and at least 10 days prior to each any subsequent such date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificatesuch matters, the Company will furnish the Trustee and the Company's principal Payment Agent or Paying Agents, if other than the Trustee, Book-Entry Depositary with an Officers' Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities the Depositary and the Company will pay amount of Additional Amounts payable to the Trustee Depositary, net of amounts to which the Depositary or such Paying Agent any owner of a Book-Entry Security is not entitled. The Book-Entry Depositary shall have no responsibility for determining whether the additional amounts required by Depositary or any owner of a Book-Entry Security is entitled to the payment of Additional Amounts, but shall be entitled to rely conclusively for this Sectionpurpose on the Officer’s Certificate or on certifications from the Depositary. The Company covenants to shall indemnify the Trustee and any Paying Agent Book-Entry Depositary for, and to hold them it harmless against, any loss, liability or expense reasonably and properly incurred without negligence or bad faith on their its part arising out of or in connection with actions taken or omitted by any of them it in reliance on any Officers' Officer’s Certificate furnished to it pursuant to this SectionSection 2.14 or failure to furnish any such Officer’s Certificate. ARTICLE XINotwithstanding anything to the contrary provided above, the Book-Entry Depositary shall pay or cause to be paid all Additional Amounts only out of funds that shall be received by it from the Company for that purpose.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series or any coupon appertaining thereto additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to one or more Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If the Securities of a series provide for payment 64 of additional amounts, and if any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at At least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 30 days prior to each date of on which payment of principal and any premium principal, premium, if any, or interest on the Notes is to be made (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if there has been any change the Issuer will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to the matters set forth in the below-mentioned Officers' Certificateany such payment, the Company Issuer will promptly furnish the Trustee and the Company's principal Payment Agent or Paying AgentsAgent, if other than the Trustee, with an Officers' ’ Certificate instructing 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 and such or the Paying Agent or Paying Agents whether to pay such payment of principal of and any premium or interest Additional Amounts to the Holders on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that seriespayment date. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company The Issuer will pay to the Trustee or such the Paying Agent such Additional Amounts and, if paid to a Paying Agent other than the additional amounts required by this SectionTrustee, shall promptly provide the Trustee with documentation evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the Holders upon request. The Company covenants to Issuer shall indemnify the Trustee and any the Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' ’ Certificate furnished to them pursuant to this SectionSection 4.12. ARTICLE XIThe Issuer will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to the Trustee. If the Issuer or the Guarantors conduct business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, are required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders 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). The Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in Luxembourg (or any political subdivision thereof or therein) from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein. If at any time the Issuer changes its place of organization to outside of Luxembourg or there is a new issuer organized outside of Luxembourg, the Issuer or new issuer, as applicable, will pay any stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any 32 Table of Contents political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change, or in connection with, the enforcement of the Notes or any such other document or instrument. The foregoing obligations of this Section 4.12 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Issuer or the Guarantors. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of principal, premium or interest, if any, or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company Issuer will pay to the Holder holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 3.01. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 3.01 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms; and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 3.01, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-below mentioned Officers' Certificate, the Company Issuer will furnish the Trustee and the CompanyIssuer's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company Issuer will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Issuer covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability liability, claim, damage 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 or in reliance on any Officers' Certificate furnished pursuant to this SectionSection or in reliance on the Issuer's not furnishing such an Officers' Certificate. ARTICLE XIRIDER 10.11

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company Issuer will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(i), the payment of the principal of or any premium or interest on, or in respect 59 60 of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company Issuer will furnish the Trustee and the CompanyIssuer's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company Issuer will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Issuer 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Issuer's not furnishing such an Officers' Certificate.

Additional Amounts. If All payments made by the Securities of a series provide for the payment of additional amounts, the Company will pay Book-Entry Depositary pursuant to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of Agreement shall be made without deduction or any premium or interest onwithholding for, or in respect on account of, any Security present or future taxes, duties, assessments or governmental charges of any series whatever nature (collectively, "United Kingdom Taxes") imposed or the net proceeds received levied by or on the sale or exchange of any Security of any series, such mention shall be deemed to include mention behalf of the payment United Kingdom or any political subdivision thereof or any authority therein or thereof having power to tax therein (each a "U.K. Tax Authority"), unless the withholding or deduction of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention United Kingdom Taxes is not madethen required by law. If the Securities of a series provide for the payment of additional amounts, at At least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made)date, and at least 10 days prior to each succeeding interest payment date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned OfficersDirectors' Certificate, the Company will furnish the Trustee and the Company's principal Payment Agent or Paying Agents, if other than the Trustee, Book-Entry Depositary with an Officersa Directors' Certificate instructing the Trustee and such Paying Agent or Paying Agents Book-Entry Depositary whether such payment of principal of and any premium or interest on the Securities of that series such Book-Entry Interest shall be made to Holders of Securities of that series who are United States Aliens the Depositary without deduction or withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that seriesUnited Kingdom Taxes. If any such deduction or withholding shall be required, then prior to such Officersinterest payment date the Company will furnish the Book-Entry Depositary with a Directors' Certificate shall specify by country which specifies the amount, if any, amount required to be deducted or withheld on such payments to such Holders payment. Neither the Company nor any agent of Securities and the Company will pay have any responsibility or liability for any aspect relating to payments made or to be made by the Trustee Book-Entry Depositary to DTC in respect of the Senior Notes or such Paying Agent the additional amounts required Book-Entry Interests. None of the Company, the Trustee, the Book-Entry Depositary or any agent of any of the foregoing will have any responsibility or liability for any aspect relating to payments made or to be made by this SectionDTC on account of a Participant's or Indirect Participant's ownership of an interest in the Book-Entry Interests or for maintaining, supervising or reviewing any records relating to a Participant's or Indirect Participant's interests in the Book-Entry Interests. The Company covenants to shall indemnify the Trustee Book-Entry Depositary, its officers, directors and any Paying Agent employees for, and to hold them it harmless against, any loss, liability or expense reasonably incurred without negligence negligence, willful misconduct or bad faith on their its part arising out of or in connection with actions taken or omitted by any of them it in reliance on any OfficersDirectors' Certificate furnished to it pursuant to this Section. ARTICLE XISection 2.12.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will agrees to pay to the Holder of any such Security of such series additional amounts or any Coupon appertaining thereto Additional Amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this Section by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms, and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions provision hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise provided in or pursuant to this Indenture, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that such series of Securities (or if the Securities of that such series will shall not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium (or premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will shall furnish to the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and any premium premium, if any) or interest on the Securities of that such series shall be made to Holders of Securities of that such series or the Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that such series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons, and the Company will agrees to pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by the terms of such Securities or this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. 75 85 ARTICLE XIELEVEN

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 3. 1. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 5.2(a), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 3.1 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 3.1, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers' Certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 pursuant to this Section 10.10 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XIpursuant

Additional Amounts. If the Securities of a any series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days ten Business Days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days Business Days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and will set forth such other information necessary to enable the Trustee to pay such withholdings and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' ’ Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers’ Certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 pursuant to this Section 1010 or in reliance on any Officers' ’ Certificate furnished pursuant to this Section. ARTICLE XISection 1010 or in reliance on the Company’s not furnishing such an Officers’ Certificate.

Additional Amounts. If specified as contemplated by Section 2.3(a), the Securities of a series may provide for the payment of additional amounts, and in such case, the Company will pay to the Holder of any Security of such series or any coupon appertaining thereto additional amounts as provided therein. Whenever Wherever in this Indenture there is mentioned, in any context, the payment of the principal Principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange payment of any Security of any seriesrelated coupon, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium Principal is made), and at least 10 days prior to each date of payment of principal Principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal Principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts required by the Securities of such series and this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct 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. ARTICLE XI.

Additional Amounts. If the any Securities of a series ------------------ provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at At least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day date on which a payment of principal and any premium principal, premium, if any, or interest on the Notes is to be made), and at least 10 days prior to each any subsequent such date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate’ Certificate described in Section 4.20 of the Indenture, the Company Issuer will furnish the Trustee and the Company's principal Payment Agent or Paying Agents, if other than the Trustee, Book-Entry Depositary with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents specifying whether such payment of principal of and any premium principal, premium, if any, or interest on the Securities of that series Notes shall be made to Holders of Securities of that series who are United States Aliens without withholding for or deduction for, or on account of of, any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country Taxes and the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will amount, if any, of additional amounts payable, net of amounts to which the Depositary or owner of Book-Entry Interests is not entitled. The Book-Entry Depositary shall have no responsibility for determining whether the Depositary or any owner of a Book-Entry Interest is entitled to the payment of Additional Amounts, but shall be entitled to rely conclusively for this purpose on the Officers’ Certificate or on certifications from the Depositary. The Issuer shall, prior to the date on which the Book-Entry Depositary is required to make such payment, pay to the Trustee or Book-Entry Depositary amounts equal to any Additional Amounts payable on such Paying Agent date by the additional amounts required by Book-Entry Depositary under this SectionAgreement. The Company covenants to Issuer shall indemnify the Trustee and any Paying Agent Book-Entry Depositary for, and to hold them it 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 it in reliance on any Officers' ’ Certificate furnished to them pursuant to this SectionSection 2.15 or failure to furnish any such Officers’ Certificate. ARTICLE XINotwithstanding anything to the contrary provided above, the Book-Entry Depositary shall pay or cause to be paid Additional Amounts only out of funds that shall be received by it from the Issuer for that purpose.

Additional Amounts. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto such Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest oninterest, or in respect ofif any, on any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any principal, premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Officer’s Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any principal, premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Officer’s Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company’s not furnishing such an Officer’s Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts areAdditional Amounts Except as otherwise specified as contemplated by Section 301, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof here shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Officer’s Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled to (i) assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series without withholding or deductions until otherwise advised. 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' Officer’s Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such any series additional amounts or any Coupon appertaining thereto Additional Amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or any related Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this Section to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 ten days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and any premium premium, if any) is made), and at least 10 ten days prior to each date of payment of principal (and any premium premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and any premium premium, if any) or interest on the Securities of that series shall be made to Holders of Securities of that series or the related Coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted emitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XIthat

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series or any coupon appertaining thereto additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and or coupons, the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or or, in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISECTION 1005. (Reserved)

Additional Amounts. If the Securities of a any series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 ten Business Days days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days ten Business Days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and will set forth such other information necessary to enable the Trustee to pay such withholdings and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' ’ Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company Issuer will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company Issuer will furnish the Trustee and the CompanyIssuer's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company Issuer will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company Issuer 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Issuer's not furnishing such an Officers' Certificate.

Additional Amounts. If the any Securities of a series ------------------ provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 or in reliance on any Officers' Certificate furnished pursuant pursu- ant to this Section. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the Debt Securities of a series Series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Debt Security of such series additional amounts Series Additional Amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal Principal of or any premium or interest on, or in respect of, any Debt Security of any series or the net proceeds received on the sale or exchange of any Security of any seriesSeries, such mention shall be deemed to include mention of the payment of additional amounts any Additional Amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not madeSection. If the Debt Securities of a series Series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities interest payment date (or if the Debt Securities of that series Series will not bear interest prior to Maturitymaturity, the first day on which a payment of principal and any premium Principal is made)) on which withholding for or on account of any tax, assessment or other governmental charge described in the Debt Securities of that Series would be imposed and at least 10 days prior to each such date of payment of principal and any premium Principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify specifying by country the amount, if any, required to be withheld on such payments to such Holders of Debt Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by such Debt Security and this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company or the Guarantor, as applicable, will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502, the payment of principal (and premium, if any), the principal of Redemption Price, if any, interest or any premium other amount payable under or interest on, or in with respect of, any Security of any series or the net proceeds received on the sale or exchange of to any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this such terms. Except as otherwise specified as contemplated by Section and express mention of the payment of additional amounts (301, if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Officer’s Certificate, the Company or the Guarantor, as applicable, will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether if such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without or any related coupons subject to withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that seriesor within the series unless such withholding arises solely because of a connection between the Trustee and the Taxing Jurisdiction other than a connection arising solely as a result of the Trustee performing its obligations under this Indenture, in which case the remaining sentences of this paragraph shall not apply. If any such withholding shall be required, then such Officers' Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company or the Guarantor, as applicable, will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts, if any, required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. The Company and the Guarantor covenants to indemnify the Trustee and any Paying Agent and their respective officers, directors, employees and agents for, and to hold them harmless against, any loss, liability or expense (including legal fees and expenses) reasonably incurred without gross 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' Officer’s Certificate furnished pursuant to this Section. ARTICLE XISection 1008 or in reliance on the Company or the Guarantor’s not furnishing such an Officer’s Certificate.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(l), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. In the event that the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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. ARTICLE XIreasonably

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XIELEVEN

Additional Amounts. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts Additional Amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this Section to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will shall furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, 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. ARTICLE XI.

Additional Amounts. If the Securities Debentures of a any series provide for the payment of additional amounts, the Company will pay to the Holder of any Security Debenture of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, of any Security Debenture of any series or the net proceeds received on the sale or exchange of any Security Debenture of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, context additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities Debentures of a any series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that Debentures of such series of Securities (or if the Securities Debentures of that such series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities Debentures of that such series shall be made to Holders of Securities Debentures of that such series who are United States Aliens without withholding for or on account of any tax, tax assessment or other governmental charge described in the Securities Debentures of that such series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities Debentures of such series and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith willful misconduct 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. ARTICLE XI.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such any series or any coupon appertaining thereto additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal (and any premium premium, if any) is made), and at least 10 days prior to each date of payment of principal (and any premium premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of (and any premium premium, if any) or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XI40

Additional Amounts. If At least 30 days prior to each date on which payment of principal, premium, if any, or interest on the Securities Notes or any Subsidiary Guarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Payor will be obligated to pay Additional Amounts pursuant to Paragraph 2 of the Notes (the “Additional Amounts”) with respect to any such payment, the Payor will deliver to the Trustee an Officers’ Certificate stating that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee or the Principal Paying Agent, as the case may be, to pay such Additional Amounts to the holders of the Notes on the payment date. Each such Officers’ Certificate shall be relied upon until the receipt of a series provide for the payment of additional amounts, the Company further Officers’ Certificate addressing such matters. The Payor will pay to the Holder Trustee, or the Principal Paying Agent, as the case may be, such Additional Amounts and, if paid to a Paying Agent other than the Trustee, shall provide the Trustee with documentation evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the holders of the Notes upon request. The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Security Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to each holder of a Note. The Payor will attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such series additional amounts as provided withholding Taxes paid per €1,000 principal amount of the Notes. The foregoing obligations of this Section 4.15 will survive any termination, defeasance or discharge of this Indenture and will apply with appropriate changes to any jurisdiction in which any successor Person to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of the principal of principal, premium, if any, or interest, if any, or any premium other amount payable under or interest on, or in with respect of, to any Security of any series or Note and the net proceeds received on the sale or exchange of any Security of any seriesNote Guarantees, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section Additional Amounts to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XIthereof.

Additional Amounts. If the Securities of a series expressly provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as expressly provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this Section to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 ten days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 ten days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will shall furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, 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 SectionSection 1009. ARTICLE XIELEVEN

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' ’ Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series or any coupon appertaining thereto additional amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection 1005.

Additional Amounts. If the any Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any context, mentioned the payment of the principal of or any premium or interest Interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturitythe Maturity Date, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' ’ Certificate, the Company will furnish the Trustee and the Company's ’s principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest Interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' ’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned Officers’ Certificate, then the Trustee or such Paying Agent shall be entitled (1) to assume that no such withholding or deduction is required with respect to any payment of principal, premium or Interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (2) to make all payments of principal, premium and Interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them pursuant to this Section 1009 or in reliance on any Officers' ’ Certificate furnished pursuant to this Section. ARTICLE XISection 1009 or in reliance on the Company’s not furnishing such an Officers’ Certificate.

Additional Amounts. If the Securities of a series provide for the payment of additional amountsamounts as contemplated by clause (13) of Section 3.01, the Company will pay to the Holder of any Security of such series or any Coupon appertaining thereto additional amounts as upon the terms and subject to the conditions provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or any premium premium, if any) or interest interest, if any, on, or in respect of, any Security of any series or the payment of any Coupon appertaining thereto or the net proceeds received at maturity or on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that such series of Securities (or if the Securities of that such series will not bear interest prior to Maturity, the first day on which a payment of principal (and any premium premium, if any) is made), and at least 10 days prior to each date of payment of principal (and any premium premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium (or premium, if any) or interest on the Securities of that such series shall be made to Holders of Securities of that such series or any Coupons appertaining thereto who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts amounts, if any, required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XI.

Additional Amounts. If the any Securities of a series ------------------ provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Security of such series additional amounts or any coupon appertaining thereto Additional Amounts as provided thereinmay be specified as contemplated by Section 301. Whenever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(1), the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts Additional Amounts provided for in this by the terms of such series established pursuant to Section 301 to the extent that, in such context, additional amounts Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section such terms and express mention of the payment of additional amounts Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts Additional Amounts in those provisions hereof where such express mention is not made. If Except as otherwise specified as contemplated by Section 301, if the Securities of a series provide for the payment of additional amountsAdditional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' CertificateCertifi- cate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that the series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. If the Trustee or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent shall be entitled (i) to assume that no such withholding or deduction is required with respect to any payment of principal or interest with respect to any Securities of a series or related coupons until it shall have received a certificate advising otherwise and (ii) to make all payments of principal and interest with respect to the Securities of a series or related coupons without withholding or deductions until otherwise advised. 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 or in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE XISection or in reliance on the Company's not furnishing such an Officers' Certificate.

Additional Amounts. If the Securities of a series provide for the payment of additional amounts, the Company will pay to the Holder of any Security of such series or any Coupon appertaining thereto additional amounts as provided and subject to the conditions set forth therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or payment of any related Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and the Company's principal Payment Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related Coupons who are United States Aliens (as defined in the Securities) without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officers' Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or Coupons and the Company will pay to the Trustee or such Paying Agent the additional amounts required by this Section. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' an Officer's Certificate furnished pursuant to this Section. ARTICLE XI.