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 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 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 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.

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 or any coupon appertaining thereto additional amounts Additional Amounts as provided thereinmay be specified in this Indenture. 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 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 by the terms of such series established pursuant to this Section Indenture to the extent that, in such context additional amounts context, 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 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 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 willful misconduct 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 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 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 Paying 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 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, liability or expense reasonably incurred without negligence or willful misconduct 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 or any coupon appertaining thereto additional amounts 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 of if any, on any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts 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 context, 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 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 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 willful misconduct 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 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 or any coupon appertaining thereto additional amounts 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 of, any Security of any a series or payment of any 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 context, 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 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 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 willful misconduct 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. This 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 will pay to the Holder of any Security of such series or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 SectionSection 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 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 SectionSection 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 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 or the Guarantor will pay to the Holder of any Security of such series or any coupon appertaining thereto additional amounts 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 payment of any related coupon 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 context, 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 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 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 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 SectionSection 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. 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 Paying 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 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 willful misconduct 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.

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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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.

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 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 coupon appertaining thereto additional amounts as provided 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 payment of any related coupon 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 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 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 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 Sectionthereof.

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 or any coupon appertaining thereto additional amounts 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 of, any Security of any a series or payment of any 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 context, 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 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 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 willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.

Additional Amounts. 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 Company's not furnishing such an Officers' 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 or any coupon appertaining thereto 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 of if any, on any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts 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 context, 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 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 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 or coupons 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 willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' ’ Certificate furnished pursuant to this Section.

Additional Amounts. 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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.

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 Series or any coupon Coupon appertaining thereto additional amounts 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 of, any Security of any series a Series or payment of any related coupon 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 context, 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 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 Coupons who are non-United States Aliens Persons without withholding for or on account of any tax 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 coupons 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 willful misconduct 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.

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 or any coupon appertaining thereto additional amounts 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 payment of any related coupon 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 context, 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 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 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 willful misconduct 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 SectionSection 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 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 or any coupon appertaining thereto additional amounts 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 payment of any related coupon 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 context, 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 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 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 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 SectionSection 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 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 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, loss liability or expense reasonably incurred without negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.

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 or any coupon appertaining thereto 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 of, any Security of any series or payment of any related coupon 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 context additional amounts that context, 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 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 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 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 or coupons 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 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 SectionSection 3.07.

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 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 Paying 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 or any related coupons who are United States Aliens without withholding or deduction for or on account of any tax 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 or coupons 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 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. 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 holder of any Security of such series or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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.

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 or any related coupon appertaining thereto additional amounts 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 of if any, on any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts 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 context, 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 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 United States Aliens without withholding for or on account of any tax 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 willful misconduct 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 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 SectionSection 1009 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 Series or any coupon Coupon appertaining thereto additional amounts 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 of, any Security of any series a Series or payment of any related coupon 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 context, 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 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 Coupons who are non-United States Aliens Persons without withholding for or on account of any tax 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 coupons 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 willful misconduct 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.

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 Series or any coupon Coupon appertaining thereto additional amounts 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 of, any Security of any series a Series or payment of any related coupon 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 context, 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 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 Coupons who are non-United States Aliens Persons without withholding for or on account of any tax 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 coupons 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 willful misconduct 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.

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 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 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 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 the 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 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 willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.

Additional Amounts. (a) 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 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 of, any Security of any series or payment of any related coupon 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. . (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 ’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 Coupons who are United States Aliens (as defined in such Securities) 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 Payments to such Holders of Securities or coupons 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 willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' ’ Certificate furnished pursuant to this Section.

Additional Amounts. 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 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 Paying 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 or any related coupons who are United States Aliens without withholding for or on account of any tax 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 or coupons 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 willful misconduct 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 SectionSection 4.20.

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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 SectionSection 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 Partnership will pay to the Holder of any Security of such series or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 Partnership'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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 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 Series or any coupon Coupon appertaining thereto additional amounts 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 of, any Security of any series a Series or payment of any related coupon 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 context, 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 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 Coupons who are not United States Aliens Persons without withholding for or on account of any tax 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 coupons 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 willful misconduct 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 SectionSection 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 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 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 Paying 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 or any related coupons who are United States Aliens without withholding or deduction for or on account of any tax 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 or coupons 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 willful misconduct 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. 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 Paying 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 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 willful misconduct 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.

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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 SectionSection 1010 or in reliance on the Issuer’s not furnishing such an Officers’ Certificate.

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 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' Officer’s Certificate, the Company Issuer will furnish the Trustee and the Company's Issuer’s principal Paying 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 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' 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 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 willful misconduct 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.

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 or any coupon appertaining thereto 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 of, any Debt Security of any series or payment of any related coupon 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 context, 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 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 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 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 or coupons 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 willful misconduct 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 FOURTEEN

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 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 Paying 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 or any related coupons who are United States Aliens without withholding or deduction for or on account of any tax 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 or coupons 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 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. 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 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 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 seriescoupon, 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 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 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 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 willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.

Additional Amounts. 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 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 Paying 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 or any related coupons who are United States Aliens without withholding or deduction for or on account of any tax 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 or coupons 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 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. (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 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 or any coupon appertaining thereto additional amounts 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 of if any, on any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts 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 context, 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 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 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 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 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.terms of

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 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 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 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 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 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.to

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 or any coupon appertaining thereto additional amounts 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 of if any, on any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts 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 context, 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 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 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 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 SectionSection or in reliance on the Company’s not furnishing such an Officer’s 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 Series or any coupon Coupon appertaining thereto additional amounts 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 of, any Security of any series a Series or payment of any related coupon 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 context, 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 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 Coupons who are non-United States Aliens Persons without withholding for or on account of any tax 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 coupons 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 willful misconduct 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.

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 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 of, any Security of any series or payment of any related coupon 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 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 Coupons who are United States Aliens (as defined in the Securities) 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 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 willful misconduct 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.

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 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 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 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 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 willful misconduct 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. SECTION 5.05.

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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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. The Company covenants to indemnify In the event that the Trustee and or any Paying Agent, as the case may be, shall not so receive the above-mentioned certificate, then the Trustee or such Paying Agent for, and shall be entitled (i) to hold them harmless against, assume that no such withholding or deduction is required with respect to any loss, liability payment of principal or expense reasonably incurred without negligence interest with respect to any Securities of a series or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.related coupons until it shall have received a 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 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.reasonably

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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 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 or any coupon appertaining thereto 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 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 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 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 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 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 willful misconduct 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.Section 1009. ARTICLE ELEVEN Redemption Of Securities

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 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 coupon appertaining thereto additional amounts as provided 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 payment of any related coupon 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 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 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 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 Sectionthereof.

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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 SectionSection 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 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 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 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 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 willful misconduct 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.

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 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 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 willful misconduct 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.. SECTION 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 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 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 Paying 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 or any related coupons who are United States Aliens 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 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 willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' ’ Certificate furnished pursuant to this Section.

Additional Amounts. 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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.

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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 or coupons of that 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 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 willful misconduct 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 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 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 Series or any coupon Coupon appertaining thereto additional amounts such Additional Amounts as may be so provided thereinby Section 2.5. 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 a Series or payment of any related coupon 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 2.5 to the extent that, in such context additional amounts context, 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 2.5, 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 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 Coupons who are non-United States Aliens Persons without withholding for or on account of any tax tax, assessment or other governmental charge described in the Securities of that seriesSeries. If any such withholding shall be required, then 35 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 coupons 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 willful misconduct 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.

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 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 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 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 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 reasonable expense reasonably incurred without negligence or willful misconduct 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. SECTION 5.05.

Additional Amounts. (a) 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 or any coupon appertaining thereto 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 premium, if any) or interest on, on or in respect of any Security of any series or payment of any related coupon or the net proceeds to be 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 context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and such Security 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. . (b) If the Securities of a series are issuable as Bearer Securities and 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 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 the 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 Additional Amounts required by this Section. The Company covenants to will indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence negligence, bad faith or willful intentional 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. SECTION 1005. Statement as to Compliance The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement, which need not comply with Section 102, signed by the Chairman of the Board, the President or a Vice President and by the Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller of the Company, stating, as to each signer thereof, that (a) a review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision, and (b) to the best of his knowledge, based on such review, (i) the Company has fulfilled all of its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof, and (ii) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has occurred and is continuing, specifying each such event known to him and the nature and status thereof.

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 or any coupon appertaining thereto 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 of, any Security of any series or payment of any related coupon 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 context additional amounts that context, 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 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 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 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 or coupons 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 negligence or willful misconduct 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 3.07.

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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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.

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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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.pursuant

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 or any coupon appertaining thereto 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 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 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 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 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 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 willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.

Additional Amounts. 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 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 Debenture of any series or payment of any related coupon 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 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 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 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 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 or coupons 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 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.

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 or any coupon appertaining thereto additional amounts 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 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 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 context, 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 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 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 willful misconduct 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 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 -55- 63 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 Paying 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 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 or coupons of that series 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 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 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 willful misconduct 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.

Additional Amounts. If the Securities of a series provide for the payment of additional amountsAdditional Amounts, the Company and the Guarantors will pay to the Holder of any Security of such series or any coupon Coupon appertaining thereto 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 of, any Security of any series or payment of any related coupon 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 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 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 provided herein or pursuant hereto, 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' Certificateofficers’ certificates, the Company or the Guarantors, as the case may be, will furnish the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an a Company Officers' ’ Certificate or a Guarantor’s Officers’ Certificate, as the case may be, 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 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 Company Officers' ’ Certificate or Guarantor’s Officers’ Certificate, as the case may be, shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities or coupons 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 and the Guarantors covenant 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 willful misconduct 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 or Guarantor’s Officers’ Certificate furnished pursuant to this Section.

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 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, liability or expense reasonably incurred without negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.that

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 or any coupon appertaining thereto 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 premium, if any) 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 Additional Amounts provided for in this Section to the extent that, in such context additional amounts 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 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 premium, if any,) is made), and at least 10 days prior to each date of payment of or 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 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 the 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 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 willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.

Additional Amounts. 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 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 or any coupon appertaining thereto additional amounts 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 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 Securities 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 context, 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' Officer's Certificate, the Company will furnish the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' 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 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, 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 willful misconduct 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' Officer's Certificate furnished pursuant to this SectionSection or in reliance on the Company's not furnishing such an Officer's Certificate.

Additional Amounts. If the any Debt Securities of a series ------------------ provide for the payment of additional amountsAdditional Amounts, the Company will pay to the Holder of any Debt Security of such series or any coupon appertaining thereto additional amounts 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 of, any Debt Security of any series or payment of any related coupon 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 by the terms of such series established pursuant to Section 301 to the extent that, in such context additional amounts context, 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 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 series of Debt Securities (or if the Debt 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 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 series shall be made to Holders of Debt Securities of that series or any related coupons who are not United States Aliens Persons without withholding for or on account of any tax tax, assessment or other governmental charge described in specified by the terms of the Debt 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 Debt Securities of that series or related coupons and the Company will pay to the Trustee or such Paying Agent or Paying Agents the additional amounts Additional Amounts required by this Sectionthe terms of such Debt 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 Debt Securities of a series or related coupons until it shall have received an Officers' Certificate advising otherwise and (ii) to make all payments of principal, premium, if any, and interest with respect to the Debt 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 willful misconduct 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.Section or in reliance on the Company's not furnishing such an Officers' Certificate. ARTICLE ELEVEN

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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 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.as

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 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 coupon appertaining thereto additional amounts as provided 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 payment of any related coupon 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 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 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 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 Sectionthereof.

Additional Amounts. If the Securities of a series Series provide for the payment of additional amountsamounts to any Holder in respect of any tax, duty, levy, assessment or other governmental charge (“Additional Amounts”), the Company will pay to the Holder of any Security of such series Series or any coupon Coupon appertaining thereto additional amounts 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 of, any Security of any series a Series or payment of any related coupon 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 context, 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 Trustees and the Company's ’s principal Paying Agent or Paying Agents, if other than the TrusteeTrustees, with an Officers' Certificate a compliance certificate instructing the Trustee Trustees 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 United States Aliens Coupons without withholding for or on account of any tax 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 coupons related Coupons and the Company will pay to the Trustee Trustees or such Paying Agent the additional amounts Additional Amounts required by this Sectionthe terms of such Securities. The Company covenants to indemnify the Trustee Trustees and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or willful misconduct 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 Trustees shall not withhold or deduct any sums as a result of the non-receipt of a compliance certificate pursuant to this Section.

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 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' CertificateCertificate described in Section 4.20 of the Indenture, the Company Issuer will furnish the Trustee and the Company's principal Paying 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 or any related coupons 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 or coupons 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 willful misconduct 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. Notwithstanding 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 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 or any coupon appertaining thereto additional amounts 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 of, any Security of any series or payment of any related coupon Coupon or the net proceeds received on the sale statement 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 context, 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 Issuer will furnish the Trustee and the CompanyIssuer's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any related coupons who are not United States Aliens persons without withholding for or on account of any tax 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 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 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.the

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 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 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 Paying 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 or any related coupons who are United States Aliens 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 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 willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' ’ Certificate furnished pursuant to this Section.

Additional Amounts. 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 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 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 willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.

Additional Amounts. 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 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, liability or expense reasonably incurred without negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.Company

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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 willful misconduct 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 SectionSection 10.7 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 or any coupon appertaining thereto 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 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 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 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 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 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 willful misconduct 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.Section 1009. ARTICLE ELEVEN

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 ’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' ’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series or any 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, liability or expense reasonably incurred without negligence or willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' ’ Certificate furnished pursuant to this Section.

Additional Amounts. 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 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 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 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 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 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.40

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 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 coupon appertaining thereto additional amounts as provided 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 payment of any related coupon 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 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 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 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 Sectionthereof.

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 or any coupon Coupon appertaining thereto 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 premium, if any) or interest on, or in respect of of, any Security of any series or payment of any related coupon 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 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 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 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 the related coupons 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 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 willful misconduct 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.

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 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 Paying 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 or any related coupons 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 or coupons 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 willful misconduct 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. Notwithstanding 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 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 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 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 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 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 willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.

Additional Amounts. 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 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 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 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 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 willful misconduct bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section.

Additional Amounts. 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 principal, of and any premium or of 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 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 willful misconduct 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 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 or any coupon appertaining thereto additional amounts 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 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 context, 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 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 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 or coupons 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. 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 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 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 willful misconduct 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 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 or any coupon appertaining thereto additional amounts 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 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 arecontext, were or would be payable in respect thereof pursuant to the provisions of this Additional Amounts 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' Certificate, the Company will furnish the Trustee and the Company's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the 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 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 willful misconduct 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 Company's not furnishing such an Officers' Certificate.