Common use of Additional Amounts Clause in Contracts

Additional Amounts. All payments made by the Company on the Notes (whether or not in the form of Definitive Notes) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to: (1) any payments to a Holder or beneficial owner who is liable for such Taxes in respect of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. All payments made by the Company on the Notes (whether or not in the form of Definitive Notes) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “"Taxes”") imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland The Kingdom of Sweden or any jurisdiction in which the Company or any Successor Company (as defined in the Indenture) is organized or is otherwise resident for tax purposes or any political subdivision or governmental authority of any thereof or therein any authority having power to tax, (2) tax therein or any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax made (each of clause (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from on any payments made by the Company with respect to the Notes, including payments of principal, Redemption Price, Liquidated Damages, interest or premium, the Payor Company will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, equal the respective amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, except that no such Additional Amounts will be payable with respect to: (1) any payments to a Taxes that would not have been imposed but for the Holder or beneficial owner who is liable for such Taxes in respect of such Note by reason of the Holder’s or beneficial owner’s having any present or former some connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely a request by of the Payor Company addressed to the Holder to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such mattersrequirement, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the PayorCompany, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, Company's actions presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes not been presented elsewhereso presented); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during on the last day of such 30 day period); (5) any Taxes that Note where withholding taxes or any other deductions are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and are required to be made pursuant to any European Union Directive on the Directive taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directivedirective; or (8) a Tax imposed in connection with a 6) any Note presented for payment by or on behalf of a Holder or beneficial owner holder of the Notes who would have been able to avoid such Tax withholding taxes or any other deductions by presenting the relevant Note to another paying agent Paying Agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) inclusive 4) inclusive, above. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. (a) All payments made by the Company, a Successor Company or a Guarantor (a “Payor”) on the Notes (whether or not in the form of Definitive Notes) Note Guarantees will be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of: (1) (i) the United States of America, (ii) any State of the United States or the District of Columbia, (iii) the Grand Duchy of Luxembourg, (iv) the United Kingdom or (v) with respect to each of the jurisdictions in (i)-(iv), any political subdivision or Governmental Authority thereof or therein having power to tax; (2) any jurisdiction from or through which payment on any such Note or Note Guarantee is made by the Company, Successor Company, Guarantor or their agents, or any political subdivision or Governmental Authority thereof or therein having the power to tax; or (3) any other jurisdiction in which the Payor is incorporated or organized, engaged in business for tax purposes or otherwise considered to be a resident for tax purposes, or any political subdivision or Governmental Authority thereof or therein having the power to tax (each of clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction shall Jurisdiction”), will at any time be required from any payments made with respect to the Notesany Note or Note Guarantee, including payments of principal, Redemption Priceredemption price, interest premium, if any, or premiuminterest, the Payor will shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal will not be less than the amounts which would have been received in respect of such payments on the Notes any such Note or Note Guarantee in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect tofor or on account of: (1) any payments to a Holder or beneficial owner who is liable Taxes that would not have been so imposed but for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including including, but not limited to, being a citizen or resident or national or domiciliary of, or carrying on the existence of a business, a permanent establishment, a dependent agent, a place of business or maintaining a permanent establishment in, place of management present or being physically deemed present in, in the Relevant Taxing Jurisdiction) other than by but excluding, in each case, any connection arising solely from the mere acquisition, ownership or holding of such Note or enforcement of rights thereunder hereunder or under a Note Guarantee or the receipt of payments any payment in respect thereof; (2) any Taxes that are imposed or withheld where on behalf of a Holder who would have been able to avoid such withholding or imposition is deduction by reason of the failure of the Holder or beneficial owner of the Note to comply complying with any reasonable and timely request by the Payor to provide information concerning the nationalityapplicable certification, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certificationdocumentation, identification, information or other reporting requirement relating to concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction if such matters, which compliance is required by statute or imposed by a statute, treaty, regulation, protocol, or administrative practice regulation of the Relevant Taxing Jurisdiction as a precondition to relief or exemption from all applicable withholding tax or part of such Taxesduty; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by deduction or withholding from a payment of with respect to the principal of, premium, if any, Notes or interest on the Notesany Note Guarantee; (64) any estate, inheritance, gift, salesales, transfer, personal property or similar tax, assessment or other governmental chargeTaxes; (75) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax Taxes imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to to, or otherwise accepting payment from, another paying agent Paying Agent in a the United Kingdom or any member state of the European Union. ; (6) any Taxes imposed on or with respect to a payment to a Holder that is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (7) any Taxes imposed pursuant to or in connection with Sections 1471 through 1474 of the Code, the United States Treasury Regulations thereunder or any similar law or regulations adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing; (8) any Taxes required to be withheld by any Paying Agent from any payment of principal of, or interest on, any Note if such payment can be made without such withholding by any other Paying Agent outside the United States; (9) any Taxes imposed by reason of such Holder’s past or present status, for U.S. federal income tax purposes, as a passive foreign investment company (including a qualified election fund), a controlled foreign corporation, a personal holding company, a private foundation or other tax exempt organization or as a corporation which accumulates earnings to avoid United States federal income tax; (10) any Taxes imposed on interest received by a Holder or beneficial owner of a Note that is a 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of the Company, being a bank whose receipt of interest on a Note is described in Section 881(c)(3)(A) of the Code and regulations that may be promulgated thereunder or being a controlled foreign corporation that is related to the Company as described in Section 881(c)(3)(C); or (11) any combination of the above. (b) Such Additional Amounts will also not be payable (x) to the extent the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment (where presentation is required for payment) within 30 days after the relevant payment was first made available for payment to the Holder, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment within such 30 day period or (y) where, had the beneficial owner of the Note been the Holder, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder of presented the NoteNote for payment within such 30-day period, it such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) 11) inclusive above. Upon request, but only if there is no material cost or legal restriction associated with transferring the Company will provide Note to such beneficial owner. (c) The Payor shall (i) make any required withholding or deduction and (ii) remit the Trustee with documentation satisfactory full amount deducted or withheld to the Trustee 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 Additional Amountsany Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes, in such form as provided in the ordinary course by the Relevant Taxing Jurisdiction and as is reasonably available to the Payor, and shall provide such certified copies to the Trustee. Copies of such documentation will Such copies shall be made available to the Holders upon requestrequest and shall be made available during normal business hours at the offices of the Paying Agent. 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 withholding Taxes paid per £1,000 principal amount of Notes. (d) If any Payor becomes aware that it shall be obligated to pay Additional Amounts under or with respect to any payment made on any Note or Note Guarantee, at least 30 days prior to the date of such payment, the Payor shall deliver to the Trustee and the Paying Agent an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises, or the Payor becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable after the date that is 30 days prior to the payment date but in any event no less than 2 (two) Business Days prior to the payment date). The Trustee and the Paying Agent shall be entitled to rely solely on such Officer’s Certificate without further inquiry, as conclusive proof that such payments are necessary. (e) Wherever in this Indenture or the Note Guarantees there are mentioned, in any context: (1) the payment of principal; (2) purchase or redemption prices in connection with a purchase or redemption of Notes; (3) interest; or (4) any other amount payable on or with respect to any of the Notes, such reference shall be deemed to include payment of Additional Amounts pursuant to this Section 2.13 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The Payor shall pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Notes, this Indenture, the Intercreditor Agreement, the other Security Documents or any other document or instrument in relation thereto (other than a transfer or exchange of the Notes) excluding any such Taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction. (g) The foregoing obligations of this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to the Company or any Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments made by the Company on under or with respect to the Notes (whether or not in the form of Definitive Notes) will shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment, or other governmental charges of whatever nature charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”"TAXES") imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland Luxembourg or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor Company is organized or otherwise considered is a resident for tax purposes or by any government authority or political subdivision or territory or possession or agency therein or thereof having the power to be tax (each, a "TAXING AUTHORITY"), unless the Company is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Company is required to withhold or deduct any amount for or on account of Taxes imposed by a Taxing Authority within Luxembourg or within any other jurisdiction in which the Company is organized or is a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments payment made under or with respect to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will Company shall pay (together with such payments) such additional amounts (the “Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary in order so that the net amounts amount received in respect of such payments by the Holders each Holder of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal will not be less than the amounts which amount the Holder and beneficial owner would have received if such Taxes had not been received in respect of such payments on the Notes in the absence of such withholding withheld or deductiondeducted; provided, however, PROVIDED that no such Additional Amounts will shall be payable with respect to: (1) any payments to a payment made to a Holder of Notes or beneficial owner who is liable to a third party on behalf of a Holder, with respect to (a) any Taxes that would not have been so imposed but for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between such Holder and the Relevant Taxing Jurisdiction jurisdiction imposing such tax (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding receipt of such Note or enforcement of rights thereunder payment or the receipt ownership or holding outside of payments in respect thereof; Luxembourg of such Note); (2b) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (c) any Taxes payable otherwise than by deduction or withholding from payments of principal of, premium, if any, or interest on such Note; or (d) Taxes that are would not have been imposed or withheld where such withholding or imposition is by reason of but for the failure of the Holder or beneficial owner of the a Note to comply with any reasonable and timely comply, upon written request therefor furnished by the Payor Company to provide information concerning the nationalityTrustee, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy with any certification, information identification, information, or other reporting documentation requirement relating to such matters, which is required or imposed by a statute, treatyunder law, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as or an applicable treaty that is a precondition to exemption from all from, or part of such Taxes; (3) except reduction in the case rate of the winding up imposition, deduction or withholding of Taxes; nor shall Additional Amounts be paid: (i) if the Payor, any Note presented for payment (where presentation is required) in under or with respect to the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment Notes could not have been made elsewhere and except by another paying agent without such deduction or withholding, (ii) if the payment under or with respect to the extent that the Holder would Notes could have been entitled to Additional Amounts made without such deduction or withholding if the beneficiary of the payment had presented the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than within 30 days after (A) the relevant date on which such payment or such Note became due and payable or (B) the date on which payment thereof is first made available for payment to the Holder duly provided for, whichever is later (except to the extent that the Holder holder would have been entitled to Additional Amounts had the Note been presented during on the last day of such 30 day period); , (5iii) with respect to any payment under or with respect to the Notes to any holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note. The Company shall also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company shall use its reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes that are payable otherwise than by withholding so deducted or withheld from a each Taxing Authority imposing such Taxes. The Company will supply to the Trustee for forwarding to all Holders, without cost to such Holders, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or if, notwithstanding the Company's efforts to obtain such receipts, the same are not obtainable, other evidence of such payments by the Company. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and shall set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to holders of Notes on the payment date. The foregoing provisions shall survive any termination or the discharge of this Indenture and shall apply MUTATIS MUTANDIS to any jurisdiction in which any successor Person to the Company is organized or is engaged in business for tax purposes or any political subdivision or taxing authority or agency thereof or therein. In addition, the Company shall pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, payable in Luxembourg or any political subdivision thereof or therein in respect of the creation, issue and offering of the Notes. Whenever in this Indenture or the Notes there is mentioned in any context, the payment of amounts based upon principal of, premium, if any, or interest on or of any other amount payable under or with respect to any of the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able mention shall be deemed to avoid such Tax by presenting the Note to another paying agent in a member state include mention of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of extent that, in such context, Additional Amounts. Copies of such documentation will Amounts are, were or would be made available to the Holders upon requestpayable in respect thereof.

Additional Amounts. All payments made If the Note Certificate(s) provide for the payment of Additional Amounts, the Trust agrees to pay to the Holder of any such Note Additional Amounts as provided in the Note Certificate(s). Whenever in the Indenture there is mentioned, in any context, the payment of the principal of, or interest or premium on, or in respect of, any Note or the net proceeds received on the sale or exchange of any Note, such reference shall be deemed to include reference to the payment of Additional Amounts provided by the Company on terms established by the Indenture or pursuant to the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express reference to the payment of Additional Amounts in any provision of the Indenture shall not be construed as excluding Additional Amounts in those provisions hereof where such express reference is not made. If the Note Certificate(s) provide for the payment of Additional Amounts, the Note Certificate will provide that the Trust will pay, or cause to be paid, Additional Amounts to a Holder of Notes (whether or not in the form of Definitive Notes) will be made without to compensate for any withholding or deduction for, for or on account of, of any present or future taxes, duties, levies, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied on payments on the Notes by or on behalf of (1) Luxembourg, any governmental authority in the United States, Ireland or any political subdivision or governmental authority of any thereof or therein States having the power to tax, (2) any jurisdiction from or through which payment on so that the Notes is made, or any political subdivision or governmental authority thereof or therein having net amount received by the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each Holder of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after giving effect to such withholding or deduction (including any deduction, whether or not currently payable, will equal the amount that would have been received under the Notes were no such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deductionrequired; provided, however, provided that no such Additional Amounts will shall be payable with respect torequired for or on account of: (1a) any payments to tax, duty, levy, assessment or other governmental charge imposed which would not have been imposed but for a Holder or beneficial owner who is liable for such Taxes in respect of such Note by reason one or more of the Holder’s or beneficial owner’s Notes, (i) having any present or former connection with the Relevant Taxing Jurisdiction (including United States, including, without limitation, being or having been a citizen or resident or national ofthereof, or carrying on having been present, having been incorporated in, having engaged in a trade or business or maintaining having (or having had) a permanent establishment inor principal office therein, (ii) being a controlled foreign corporation within the meaning of Section 957(a) of the Code related (within the meaning of Section 864(d)(4) of the Code) to the Funding Agreement Provider, (iii) being a bank for United States Federal income tax purposes whose receipt of interest on the Notes is described in Section 881(c)(3)(A) of the Code, (iv) being an actual or constructive owner of 10 percent or more of the total combined voting power of all classes of stock of the Funding Agreement Provider entitled to vote within the meaning of Section 871(h)(3) of the Code and Treasury Regulations promulgated thereunder or (v) being physically present in, subject to backup withholding as of the Relevant Taxing Jurisdiction) other than date of the purchase by the mere holding Holder of such Note or enforcement of rights thereunder or the receipt of payments in respect thereofNotes; (2b) any Taxes that are tax, duty, levy, assessment or other governmental charge which would not have been imposed but for the presentation of any Note (where presentation is required) for payment on a date more than 30 days after the date on which such payment becomes due and payable or the date on which payment is duly provided for, whichever occurs later; (c) any tax, duty, levy, assessment or other governmental charge which is imposed or withheld where such withholding or imposition is solely by reason of the failure of the Holder or beneficial owner or a Holder of the Note Notes to comply with any reasonable and timely request by the Payor to provide certification, identification or information reporting requirements concerning the nationality, residence residence, identity or identity connection with the United States of such Holder or the beneficial owner or to make any declaration or similar claim or satisfy any certificationa Holder of Notes, information or other reporting requirement relating to such matters, which if compliance is required or imposed by a statute, treatyby regulation of the United States Treasury Department, regulation, protocol, judicial or administrative practice of interpretation, other law or by an applicable income tax treaty to which the Relevant Taxing Jurisdiction United States is a party as a precondition condition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payortax, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actionsduty, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar taxlevy, assessment or other governmental charge; (7d) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive any inheritance, gift, estate, personal property, sales, transfer or any law implementing or complying withsimilar tax, duty, levy, assessment, or introduced similar governmental charge; (e) any tax, duty, levy, assessment or other governmental charge that is payable otherwise than by withholding from payments in order respect of the Notes; (f) any tax, duty, levy, assessment or other governmental charge imposed by reason of payments on the Notes being treated as contingent interest described in Section 871(h)(4) of the Code for United States Federal income tax purposes provided that such treatment was described in the Pricing Supplement; (g) any tax, duty, levy, assessment or other governmental charge that would not have been imposed but for an election by the Holder of the Notes, the effect of which is to conform to, such Directivemake payment in respect of the Notes subject to United States Federal income tax or withholding tax provisions; or (8) a Tax imposed in connection with a Note presented for payment by h) any combination of items (a), (b), (c), (d), (e), (f) or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1g) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. All payments made by the Company Issuer or any Guarantor or any successor in interest to any of the foregoing (each, a “Payor”) on or with respect to the Notes (whether or not in the form of Definitive Notes) any Guarantee will be made without withholding or deduction for, or on account of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other similar governmental charges of whatever nature charge (collectively, “Taxes”) unless such withholding or deduction is required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of of: (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2a) any jurisdiction from or through which payment on the Notes or any Guarantee is mademade by such Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or tax; or (3b) any other jurisdiction in which a Payor that actually makes a payment on the Payor Notes or its Guarantee is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause clauses (1), (2a) and (3b), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall will at any time be required from any payments made with respect to the NotesNotes or any Guarantee, including payments of principal, Redemption Priceredemption price, interest or premium, if any, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal will not be less than the amounts which that would have been received in respect of such payments on the Notes or the Guarantees in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect tofor or on account of: (1i) any payments to a Holder Taxes that would not have been so imposed or beneficial owner who is liable levied but for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between the relevant Holder (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of, or possessor of power over, the relevant Holder, if such Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by but excluding, in each case, any connection arising solely from the mere acquisition, ownership or holding of such Note or enforcement of rights thereunder Notes or the receipt of payments any payment in respect thereof; (2ii) any Taxes that are would not have been so imposed or withheld where such withholding or imposition is by reason levied if the Holder had complied with a reasonable request in writing of the failure of the Holder or beneficial owner of the Note Payor (such request being made at a time that would enable such holder acting reasonably to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or that request) to make a declaration of nonresidence or any declaration other claim or similar claim filing or satisfy any certification, identification, information or other reporting requirement relating for exemption from, or reduction in the rate of, withholding to which it is entitled (provided that such mattersdeclaration of nonresidence or other claim, which filing or requirement is required or imposed by a statutethe applicable law, treaty, regulation, protocol, regulation or official administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold all or a part of any such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5iii) any Taxes that are payable otherwise than by deduction or withholding from a payment of the principal of, premium, if any, or interest on the NotesNotes or any Guarantee; (6iv) any estate, inheritance, gift, salesales, excise, transfer, personal property or similar tax, assessment or other governmental chargeTaxes; (7v) a Tax imposed any Taxes that are required to be deducted or withheld on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying withimplementing, or introduced in order to conform to, such the Directive; or; (8) a Tax vi) any Taxes imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to to, or otherwise accepting payment from, another paying agent in a member state of the European Union; (vii) any Taxes imposed pursuant to the Directive, or any law implementing or complying with, or introduced in order to conform to, the Directive; (viii) any Taxes payable under Sections 1471 through 1474 of the Code, as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements (including any intergovernmental agreements) entered into pursuant thereto, and any intergovernmental agreements implementing the foregoing (including any legislation or other official guidance relating to such intergovernmental agreements) (“FATCA”); or (ix) any combination of the above. Such Additional Amounts will also not be payable (x) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment (where presentation is required) within 30 days after the relevant payment was first made available for payment to the holder or (y) where, had the beneficial owner of the Note been the Holder holder of the Note, it such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (i) to (ix) inclusive above. The Payor will (1) make any required withholding or deduction and (2) remit the full amount deducted or withheld to (8) inclusive abovethe relevant taxing authority in accordance with applicable law. Upon requestThe Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each relevant taxing authority imposing such Taxes and will provide such certified copies to the Trustee. If, notwithstanding the efforts of such Payor to obtain such receipts, the Company same are not obtainable, such Payor will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amountsother reasonable evidence. Copies of such documentation Such receipts or other evidence will be made available by the Issuer or applicable Payor to Holders upon written request. If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the Notes or any Guarantee, then, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee and the Paying Agent an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders upon requeston the relevant payment date (unless such obligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date, in which case the Payor shall deliver such Officer’s Certificate and such other information as promptly as practicable after the date that is 30 days prior to the payment date, but no less than five Business Days prior thereto, and otherwise in accordance with the requirements of Euroclear or Clearstream, as applicable). Wherever in this Indenture, the Notes or any Guarantee there is mention of, in any context: (1) the payment of principal; (2) redemption prices or purchase prices in connection with a redemption or purchase of Notes; (3) interest; or (4) any other amount payable on or with respect to any of the Notes or any Guarantee; such reference shall be deemed to include payment of Additional Amounts as described under this Section 2.15 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor will pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes that arise in any Relevant Taxing Jurisdiction from the execution, delivery, issuance, initial resale, registration or enforcement of any Notes, this Indenture or any other document or instrument in relation thereto (other than a transfer of the Notes other than the initial resale thereof). The foregoing obligations will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for Tax purposes or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments made by the Company or any Guarantor (except Trane Global, Trane HoldCo, and Trane Company) or a successor of the Company or such Guarantor (except Trane Global, Trane HoldCo, and Trane Company) (each a “Payor”) on the Senior Notes in respect of interest, premium (whether or not in the form of Definitive Notesif any) will and principal shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of of: (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Senior Notes or the applicable Guarantee is mademade in respect of interest, premium or principal, or any political subdivision or governmental authority thereof or therein having the power to tax or tax; or (32) any other jurisdiction in which the a Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause clauses (1), (2) and (32), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the NotesSenior Notes in respect of interest, including payments of premium or principal, Redemption Price, interest or premium, the Payor will shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each beneficial owner of the Holders of Senior Notes or the TrusteeGuarantee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will shall be payable with respect to: (1) any payments to a Holder or beneficial owner who is liable Taxes that would not have been so imposed but for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between the beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member, shareholder or other holder of equity interests of, or possessor of power over, the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust, partnership, limited liability company, corporation or other entity) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note note or enforcement of rights thereunder or under the Guarantee or the receipt of payments in respect thereof; (2) any Taxes that are would not have been so imposed or withheld where such withholding or imposition is by reason of if the failure of the Holder or beneficial owner had made a declaration of the Note non-residence or any other claim or filing for exemption to comply with any reasonable and timely request which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from all the requirement to deduct or part withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of such Taxesnon-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (3) except in the case of the winding up of the Payor, any Note note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is permitted or required) more than 30 days after the relevant payment is first made available for payment to the Holder beneficial owner (except to the extent that the Holder beneficial owner would have been entitled to Additional Amounts had the Note note been presented during such 30 day period); (54) any Taxes that are payable otherwise than by withholding or deduction from a payment of the principal of, premium, if any, or interest interest, on the NotesSenior Notes or under the Guarantee; (65) any estate, inheritance, gift, value, use, sale, excise, transfer, personal property or similar tax, assessment or other governmental charge; (6) any Taxes which could have been avoided by the presentation (where presentation is required) of the relevant note to another Paying Agent; (7) a Tax [reserved]; (8) any withholding or deduction imposed on a payment to an individual and required to be made pursuant to the Directive Luxembourg law of 23 December 2005 as amended, introducing a withholding tax on certain interest payments made or any law implementing or complying with, or introduced in order ascribed by Luxembourg paying agents to conform to, such DirectiveLuxembourg resident individuals; or (9) any Taxes imposed or levied by reason of any combination of clauses (1) through (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Unionabove. Such Additional Amounts will shall also not be payable where, had the beneficial owner of the Note note been the Holder of the Notenote, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) 9) inclusive above. Upon request, The Payor shall (i) make any required withholding or deduction and (ii) remit the Company will provide the Trustee with documentation satisfactory full amount deducted or withheld to the Trustee 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 Additional Amountsany Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each Holder. The Payor shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Senior Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Senior Notes. Copies of such documentation will shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of the Senior Notes upon request and shall be made available at the offices of the Paying Agent. At least 30 days prior to each date on which any payment under or with respect to the Senior Notes or the 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 shall be obligated to pay Additional Amounts with respect to such payment, the Payor shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Each such Officer’s Certificate shall be relied upon requestuntil receipt of a further Officers’ Certificate addressing such matters. If the Payor conducts business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, is required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Senior Notes or the Guarantee, as the case may be, which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders or beneficial owners as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or governmental authority therein). Wherever in the Indenture, the Senior Notes or the Guarantee there are mentioned, in any context: (1) the payment of principal or premium (if any), (2) purchase prices in connection with a purchase of Senior Notes, (3) interest, or (4) any other amount payable on or with respect to the Senior Notes or the Guarantee, such reference shall be deemed to include payment of Additional Amounts as described under this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor shall pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of any Senior Notes or any other document or instrument referred to therein (other than a transfer of the Senior Notes), or the receipt of any payments with respect to the notes or the guarantee, excluding (i) any such taxes, charges or similar levies imposed by Luxembourg in case the notes or the guarantee (and/or any documents in connection therewith) are (a) enclosed to a compulsorily registrable deed (acte obligatoirement enregistrable) or (b) deposited with the official records of a notary (déposé au rang des minutes d’un notaire) and (ii) any such taxes, charges or similar levies imposed by any jurisdiction other than a Relevant Taxing Jurisdiction, other than those resulting from, or required to be paid in connection with, the enforcement of the Senior Notes, the Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Senior Notes. The foregoing obligations shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or otherwise considered a resident for tax purposes or any political subdivision or governmental authority or agency thereof or therein.

Additional Amounts. All payments made by or on behalf of the Company on Company, the Notes Subsidiary Guarantors or any successor thereto (whether each, a “Payor”) under, or not in with respect to, the form of Definitive Notes) Securities or the Note Guarantees will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of whatever nature charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed imposed, levied, collected or levied assessed by or on behalf of (1) Luxembourg, the United States, Ireland Grand Duchy of Luxembourg or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes Securities or the Note Guarantees is mademade by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the a Payor is organized organized, resident or otherwise considered deemed to be a resident for tax purposesdoing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by lawlaw or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall will at any time be required from any payments made with respect to the Notes, Securities or the Note Guarantees including payments of principal, Redemption Pricepremium, interest if any, redemption price or premiuminterest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received by the Holders of Notes or the Trustee, as the case may beeach Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal will not be less than the amounts which would have been received by each Holder in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to: (1) any payments to a Holder or beneficial owner who is liable Taxes that would not have been so imposed but for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member, partner or shareholder of, the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, limited liability company, partnership or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding receipt of such Note payment or the acquisition or ownership of such Security or enforcement of rights thereunder or the receipt of payments in respect thereofthereunder); (2) any estate, inheritance, gift, sales, excise, transfer or personal property tax; (3) any Taxes which are imposed, payable or due because the Securities are presented (where presentation is required) for payment more than 30 days after the date such payment was due and payable or was provided for, whichever is later, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Security for payment on the last day of such 30-day period; (4) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note a Security to comply comply, at our written request, with any reasonable and timely request by the Payor to provide information certification, identification, information, documentation or other reporting requirements concerning the nationality, residence residence, identity or identity connection of such the Holder or such beneficial owner with the Relevant Taxing Jurisdiction or to make make, at our written request, any declaration or similar other claim or satisfy any certificationfiling for exemption to which it is entitled if (a) such compliance, information making a claim or other reporting requirement relating to such matters, which filing for exemption is required or imposed by a statute, treaty, regulation, protocol, treaty or regulation or administrative practice of the Relevant Taxing Jurisdiction taxing jurisdiction as a precondition to exemption from all or part of such Taxes; , (3b) except in the case of Payor has given the winding up of Holder or the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent beneficial owner at least 30 days’ notice that the Holder or beneficial owner will be required to provide such certification, identification, documentation or other reporting requirement, and (c) the provision of any certification, identification, information, documentation or other reporting requirement would have been entitled not be materially more onerous, in form, in procedure or in the substance of information disclosed, to Additional Amounts had the Notes been presented elsewhere); a Holder or beneficial owner of a Security than comparable information or other reporting requirements imposed under U.S. tax law, regulations and administrative practice (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day periodas U.S. Internal Revenue Service Forms W-8BEN-E and W-9); (5) any withholding or deduction that is required to be made pursuant to the Luxembourg law of 23 December 2005, as amended; (6) any Taxes that are which could have been avoided by the presentation (where presentation is required) of the relevant Security to another available paying agent of the Payor in a EU Country; or (7) any combination of the above. Also such Additional Amounts will not be payable otherwise than by withholding from a with respect to any payment of principal of (or premium, if any, on) or interest on such Security to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner held such Security directly. The Payor will (1) make any required withholding or deduction and (2) except as expressly provided below, remit the full amount deducted or withheld to the applicable taxing authority in the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will provide to the Trustee certified copies of tax receipts or, if such tax receipts are not reasonably available, such other documentation to the Trustee evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor will attach to such documentation 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 Securities or the Note Guarantees, as applicable, and (y) the amount of such withholding Taxes paid per U.S. dollar principal ofamount of the Securities. If the Payor will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Securities or the Note Guarantees, the Payor will deliver to the Trustee and deliver notice to the Holders, at least five Business Days prior to the relevant payment date, an Officer’s Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and the applicable record date and will set forth such other information necessary to enable the Trustee and Paying Agent to pay such Additional Amounts to Holders of Securities on the payment date. Each such Officer’s Certificate shall be relied upon by the Trustee and Paying Agent without further inquiry until receipt of a further Officer’s Certificate addressing such matters. The Payor will pay any stamp, issue, registration, documentary, excise, property or other similar taxes and other duties (including interest and penalties) imposed by any Relevant Taxing Jurisdiction payable in respect of the creation, issue, offering, execution or performance of the Securities, this Indenture, the Note Guarantees or any documentation with respect thereto and any such taxes, charges or duties imposed by any jurisdiction with respect to the enforcement of the Securities following the occurrence and during the continuance of any Default. The Company will agree to reimburse each of the Trustee, the paying agents and the Holders of the Securities for any such amounts paid (and reasonably documented) by the Trustee, the paying agents or such Holders; except where any such amounts arise or are due in relation to the registration of the Securities, this Indenture, the Note Guarantees or any documentation with respect hereto or referred to therein, where such registration is made on a purely voluntary basis by the Trustee, the paying agents or such Holders (i.e., where such registration is not necessary for the perfection, protection or enforcement of their rights in respect of the Securities, this Indenture, the Note Guarantees or any documentation with respect hereto). The foregoing obligations will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein. Whenever in this Indenture there is mentioned, in any context, (1) the payment of principal, premium, if any, or interest on the Notes; interest, (62) any estate, inheritance, gift, sale, transfer, personal property redemption prices or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed purchase prices in connection with a Note presented for payment by the redemption or on behalf purchase of a Holder Securities or beneficial owner who would have been able (3) any other amount payable under or with respect to avoid any Security, such Tax by presenting the Note mention shall be deemed to another paying agent in a member state include mention of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses to the extent that, in such context, deducted or withholding Taxes are, were or would be payable in respect thereof. Notwithstanding anything herein, if any withholding or deduction for Taxes is imposed with respect to any payment on the Securities pursuant to FATCA, then (1i) to (8) inclusive above. Upon requestthe Company, the Company Subsidiary Guarantors, any paying agent or any other person acting on their behalf shall be entitled to make such deduction or withholding, and (ii) none of the Company, the Subsidiary Guarantors, any paying agent or any other person acting on their behalf will provide the Trustee have any obligation to pay any Additional Amounts with documentation satisfactory respect to the Trustee evidencing the payment of Additional Amounts. Copies of any such documentation will be made available withholding or deductions imposed pursuant to the Holders upon requestFATCA.

Additional Amounts. Additional Amounts shall be payable in respect of the Notes pursuant to Section 10.4 of the Base Indenture. Solely for purposes of the Notes, Section 10.4 of the Base Indenture is hereby replaced in its entirety as follows: “All payments made by or on behalf of the Company Issuer or the Guarantors (each, a “Payor”) on the Notes (whether or not in the form of Definitive Notes) any Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of of: (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes or any Guarantee is made, or any political subdivision or of governmental authority thereof or therein having the power to tax or tax; or (32) any other jurisdiction in which the a Payor is incorporated, organized or otherwise considered to be a resident or engaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (32), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall will at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder of the Holders of Notes or the Trustee, as the case may beNotes, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to: (1a) any payments to a Holder or beneficial owner who is liable Taxes that would not have been so imposed but for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between the relevant Holder (or between a fiduciary, senior, beneficiary, partner of, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being or having been a citizen or citizen, resident or treated as a resident or a national of, thereof or being or having been present or engaged in a trade or carrying on a business in, or maintaining having had a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note Notes or enforcement of rights thereunder or under any Guarantee or the receipt of payments in respect thereof; (2b) any Taxes that to the extent such Taxes are imposed or required to be withheld where such withholding or imposition is by reason of the failure of the a Holder or beneficial owner of the Note Notes to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy (x) any certification, identification, information or other reporting requirement relating to such mattersrequirement, which is whether required or imposed by a statute, treaty, regulation, protocol, regulation or administrative practice of the a Relevant Taxing Jurisdiction Jurisdiction, as a precondition to exemption from all from, or part reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including a certification that the Holder is not resident in the Relevant Taxing Jurisdiction) (provided that at least 30 days prior to the first payment date with respect to which such withholding, deduction or imposition is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant Holder at that time has been notified (in the manner contemplated by the Indenture) by the Payor or any other person through whom payment may be made of such Taxescertification, identification, information or other reporting requirement); or (y) any requirement under U.S. tax laws and regulations to establish any entitlement to a partial or complete exemption from such Taxes to which such Holder is legally eligible (including, but not limited to, by providing Internal Revenue Service Form W-8BEN, Form W-8BEN-E, Form W-8ECI, as applicable, or any subsequent versions thereof or successor thereto); (3c) except in any Taxes, to the case extent such Taxes were imposed as a result of the winding up of the Payor, any Note a note being presented for payment (where presentation is required) Notes are legended Notes in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere certificated form and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note such note been presented during such 30 30-day period); (5d) any Taxes that are payable otherwise than by withholding from a payment of on or with respect to the principal of, premium, if any, Notes or interest on the Notesany Guarantee; (6e) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; (7f) a Tax any Taxes imposed on or with respect to any payment by the Issuer or the Guarantors to the Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that Taxes would not have been imposed on such payment to an individual and had such beneficial owner been the sole Holder of such Note; (g) any Taxes imposed or required to be made pursuant to withheld by the Directive United States, any state thereof or the District of Columbia (or any law implementing political subdivision of or complying withgovernmental authority in any such state or the District of Columbia having the power to tax) by reason of a Holder: (i) owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer, ▇▇▇▇▇▇▇ Company, a Michigan corporation that is an indirect wholly-owned subsidiary of Parent, or introduced Parent, as described in order to conform to, such DirectiveSection 871(h)(3)(B) of the Code; (ii) being a bank receiving interest described in Section 881(c)(3)(A) of the Code; or (8) iii) being a Tax controlled foreign corporation (a “CFC”) that is related to the Issuer, ▇▇▇▇▇▇▇ Company or Parent by stock ownership within the meaning of Section 881(c)(3)(C) of the Code; (h) any Taxes imposed or required to be withheld by the United States, any state thereof or the District of Columbia (or any political subdivision of or governmental authority in connection with any such state or the District of Columbia having the power to tax), as a Note presented for payment by or on behalf result of a Holder Holder’s present or beneficial owner who would have been able former status under the Code as a personal holding company, a foreign personal holding company, a CFC, a passive foreign investment company, a foreign tax exempt organization or a corporation which accumulates earnings to avoid such Tax by presenting the Note to another paying agent in a member state U.S. federal income tax; (i) any U.S. federal backup withholding Taxes; (j) any Taxes imposed under Sections 1471 through 1474 of the European UnionCode, any current or future regulations or official interpretations thereof, and any intergovernmental agreements or treaties (and any related legislation, rules, or official administrative practices) implementing the foregoing; or (k) any combination of items (a) through (j) above. Such Additional Amounts will also not be payable whereAs used in this Section 10.4, had the term “Holder” shall include both a Holder of the Notes and a beneficial owner of the Note been Notes, as applicable. In the Holder of event the NoteNotes are held in global form, it would not have been entitled the right to payment of receive Additional Amounts by reason of clauses shall be determined at the beneficial owner level. The Payor, if it is the applicable withholding agent, will (1i) to make any required withholding or deduction and (8) inclusive above. Upon request, ii) remit the Company will provide the Trustee with documentation satisfactory full amount deducted or withheld to the Trustee 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 Additional Amountsany Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor will furnish to the Trustee (or to a Holder upon written request), within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, such certified copies. Copies of such documentation will be available for inspection during ordinary business hours at the office of the Trustee by the Holders of the Notes upon request and will be made available at the offices of the Paying Agent. At least 30 days prior to each date on which any payment under or with respect to the Notes or any Guarantee is due and payable (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 with respect to such payment, the Payor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will furnish such other information necessary to enable the Paying Agent to pay such Additional Amounts to Holders on the payment date. Each such Officers’ Certificate shall be relied upon requestuntil receipt of a further Officers’ Certificate addressing such matters. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such an Officers’ Certificate, the Trustee may assume without inquiry (and with no liability) that no such Additional Amounts are payable. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine whether any Additional Amounts are payable, or with respect to the nature, extent, or calculation of any taxes or the amount of any Additional Amount is owed, or with respect to the method employed in such calculation of any Additional Amounts. Wherever in the Indenture, the Notes or any Guarantee there are references in any context, to: (1) the payment of principal, (2) interest, or (3) any other amount payable on or with respect to the Notes or any Guarantee, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor will pay any present or future stamp, issuance, transfer and similar Taxes that arise in any Relevant Taxing Jurisdiction from the execution, delivery or registration of any Notes or any other document or instrument referred to therein (other than a transfer of the Notes), or the receipt of any payments with respect to the Notes or any Guarantee, or the enforcement of the Notes, any Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes, limited, solely in the case of Taxes attributable to the receipt of any payments with respect to the Notes or any Guarantee, to any Taxes imposed in a Relevant Taxing Jurisdiction that are not excluded under clause (a) through (c), or (e) through (j), or any combination thereof. The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is incorporated, organized, or otherwise considered to be a resident or engaged in business for tax purposes, any jurisdiction from or through which payment on the Notes or any Guarantee thereof is made, or any political subdivision or taxing authority or agency thereof or therein having the power to tax.”

Additional Amounts. (a) All payments made amounts payable (whether in respect of principal, redemption amount, interest or otherwise) in respect of the Securities of a series and the related Guarantee by the Company on Issuer or the Notes (whether or not in the form of Definitive Notes) Guarantor will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland Kingdom of Spain or any political subdivision or governmental authority of any thereof or any authority or agency therein or thereof having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes such taxes, duties, assessments or governmental charges is then required by law. If In the event that such withholding or deduction is required by law, unless otherwise specified in any deduction Board Resolution or withholding for, other appropriate corporate authorization of the Issuer or on account of, any Taxes the Guarantor establishing the terms of any Relevant Taxing Jurisdiction shall at any time be required from any payments made Securities of a series or the Guarantees relating thereto in accordance with respect to the Notes, including payments of principal, Redemption Price, interest or premiumSection 2.1, the Payor Issuer or the Guarantor shall pay such Additional Amounts as will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary result in order that the net amounts received in respect of such payments receipt by the Holders of Notes or the Trustee, such series of Securities of such amounts as the case may be, after would have been received by them had no such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deductionrequired; provided, however, that no such the Issuer and the Guarantor will not be required to pay any Additional Amounts will be payable with in respect toof any Security of a series: (1i) any payments to a where the Holder (or beneficial owner who the Beneficial Owner for whose benefit it holds such Security) is liable for such Taxes taxes, duties, assessments or governmental charges in respect of such Note Security by reason of it (or the Holder’s or beneficial owner’s Beneficial Owner for whose benefit it holds such Security) having any present or former some connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) Kingdom of Spain other than by the mere holding of such Note Security (or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhereinterest); (4ii) where the Issuer or the Guarantor have not received such information as may be necessary to allow payments on such Security to be made free and clear of Spanish withholding tax or deduction on account of Spanish taxes, including a duly executed and completed payment statement from the Paying Agent, pursuant to Law 13/1985 of May 25 (as amended), Royal Decree 1065/2007 of July 27 (as amended by Royal Decree 1145/2011 of July 29), and any Note implementing legislation or regulation; (iii) presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder Relevant Date (as defined below), except to the extent that the relevant Holder would have been entitled to such Additional Amounts had on presenting the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a same for payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies expiry of such documentation will be made available to the Holders upon request.period of 30 days;

Additional Amounts. All payments made by the Company on the Notes (whether or not in the form of Definitive Notes) will be made without withholding or deduction B-5 for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “"Taxes”") imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the NotesNotes or under the Subsidiary Guarantee, including payments of principal, Redemption Price, interest interest, premium or premiumLiquidated Damages, if any, the Payor will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; providedPROVIDED, howeverHOWEVER, that no such Additional Amounts will be payable with respect to: (1) any payments to a Holder or beneficial owner who is liable for such Taxes in respect of such Note by reason of the Holder’s 's or beneficial owner’s 's having any present or former connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s 's actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, interest or interest Liquidated Damages, if any, on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to any European Union Directive (a "Directive") on the Directive taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of, NICE under or with respect to the Company on Guarantee, including, but not limited to, payments of principal (including, if applicable, the Notes Redemption Price and the Fundamental Change Prepayment Price), payments of interest and payments of cash and/or deliveries of ADSs (whether or not together with payments of cash in the form lieu of Definitive Notesa fractional ADS) will upon exchange, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectivelyimposed, “Taxes”) imposed levied, collected, withheld or levied assessed by or within Israel, or any other jurisdiction in which NICE is organized or resident for tax purposes or from or through which payments by or on behalf of (1) LuxembourgNICE are made, the United States, Ireland or by or within any political subdivision or governmental authority of any thereof or any authority therein or thereof having power to tax, (2) any jurisdiction from or through which payment on tax other than the Notes is made, United States or any political subdivision or governmental authority state thereof or therein having (each, excluding the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, United States or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3)state thereof, a “Relevant Taxing Jurisdiction”), unless the such withholding or deduction of Taxes is then required by law or by regulation or governmental policy having the force of law. If In the event that any deduction such taxes, duties, assessments or withholding for, governmental charges imposed or levied by or on account of, any Taxes behalf of any a Relevant Taxing Jurisdiction shall at any time are required to be required withheld or deducted from any payments made with respect by NICE or the Paying Agent, NICE shall pay to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) each Holder such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including and after deducting any such deduction or withholding from such taxes on the Additional Amounts), ) shall equal the amounts which that would have been received in respect of such payments on the Notes in the absence of had no such withholding or deductiondeduction been required; provided, however, provided that no such Additional Amounts will shall be payable with respect topayable: (i) for or on account of: (A) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) any payments to a Holder or beneficial owner who is liable for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Note to comply with any reasonable and timely request by relevant Holder or beneficial owner, if the Payor to provide information concerning the nationality, residence or identity of such relevant Holder or beneficial owner is an estate, nominee, trust, partnership, limited liability company or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of corporation) and the Relevant Taxing Jurisdiction as a precondition to exemption from all Jurisdiction, other than merely holding or part enforcing rights under such Note or the receipt of such Taxespayments thereunder; (32) except the presentation of such Note (in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) cases in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where which presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (Relevant Date, except to the extent that the Holder or beneficial owner or such other person would have been entitled to Additional Amounts had on presenting the Note been presented for payment on any date during such 30 30-day period); or (3) the failure of the Holder or beneficial owner to comply with a timely request from NICE to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration of non-residence or any other claim or filing for exemption to which it is entitled or satisfy any other reporting requirement relating to such matters, if and to the extent that the Holder or beneficial owner is able to comply with such request without undue hardship and due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner; (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6B) any estate, inheritance, gift, saleuse, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (7C) a Tax imposed any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Notes; (D) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (“FATCA”), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; (E) any tax, assessment or other governmental charge that is required to be deducted or withheld on a payment to an individual a Holder or beneficial owner and that is required to be made pursuant to the European Council Directive 2003/48/EC of June 3, 2003, Directive 2014/48/EU of March 24, 2014, or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on taxation of savings income or any law implementing or complying with, or introduced in order to conform to, to such Directive; ordirectives; (8) a Tax F) any tax, assessment or other governmental charge imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax tax, assessment or governmental charge by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; or (G) any combination of taxes referred to in the preceding clauses (A), (B), (C), (D), (E) and (F); or (ii) with respect to any payment of the principal of (including the Redemption Price and the Fundamental Change Prepayment Price, if applicable) and interest on such Note or the payment of cash and/or delivery of ADSs (together with payment of cash in lieu of a fractional ADS) upon exchange of such Note to another paying agent in a member state of Holder, if the European Union. Such Additional Amounts will also not be payable whereHolder is a fiduciary, had partnership or person other than the sole beneficial owner of that payment to the Note been extent that such payment would be required to be included in the Holder income under the laws of the NoteRelevant Taxing Jurisdiction, it for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. (b) If NICE is required to make any deduction or withholding from any payments with respect to the Notes, NICE will deliver to the Trustee official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted. Copies of such receipts shall be made available to Holders of the Notes upon request. (c) Whenever there is mentioned in any context the payment of principal of (including the Redemption Price and the Fundamental Change Prepayment Price, if applicable), the payment of interest on, or the payment of cash and/or the delivery of ADSs (together with payment of cash in lieu of a fractional ADS) upon exchange of, any Note or any other amount payable with respect to such Note, such mention shall be deemed to include payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (d) The Company shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by reason any jurisdiction outside of clauses Israel or the United States and except as provided in Section 2.06, Section 14.02(d) and Section 14.02(e). (1e) All payments and deliveries made under or with respect to (8) inclusive above. Upon requestthe transactions contemplated herein are exclusive of VAT and, accordingly, if VAT is or becomes due then NICE and the Company will provide the Trustee with documentation satisfactory must pay all such VAT to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon requestrelevant tax authorities.

Additional Amounts. (a) All payments made amounts payable (whether in respect of principal, redemption amount, interest or otherwise) in respect of the Securities of a series and the related Guarantee by the Company on Issuer or the Notes (whether or not in the form of Definitive Notes) Guarantor will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland Kingdom of Spain or any political subdivision or governmental authority of any thereof or any authority or agency therein or thereof having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes such taxes, duties, assessments or governmental charges is then required by law. If In the event that such withholding or deduction is required by law, unless otherwise specified in any deduction Board Resolution or withholding for, other appropriate corporate authorization of the Issuer or on account of, any Taxes the Guarantor establishing the terms of any Relevant Taxing Jurisdiction shall at any time be required from any payments made Securities of a series or the Guarantees relating thereto in accordance with respect to the Notes, including payments of principal, Redemption Price, interest or premiumSection 2.1, the Payor Issuer or the Guarantor shall pay such Additional Amounts as will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary result in order that the net amounts received in respect of such payments receipt by the Holders of Notes or the Trustee, such series of Securities of such amounts as the case may be, after would have been received by them had no such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deductionrequired; provided, however, that no such the Issuer and the Guarantor will not be required to pay any Additional Amounts will be payable with in respect toof any Security of a series: (1i) any payments to a Holder or beneficial owner of such Security who is liable for such Taxes taxes, duties, assessments or governmental charges in respect of such Note Security by reason of it (or the Holder’s or beneficial owner’s Beneficial Owner for whose benefit it holds such Security) having any present or former some connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) Kingdom of Spain other than by the mere holding of such Note Security (or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhereinterest); (4ii) to a Holder of such Securities in respect of whom the Issuer or the Guarantor does not receive such information (which may include a tax residence certificate) concerning such Holder’s identity and tax residence (or the identity and tax residence of the Beneficial Owner for whose benefit it holds such Security) as it may require in order to comply with Law 13/1985 of May 25 (as amended by Law 19/2003 of July 4 and Law 23/2005 of November 18) and any Note implementing legislation or regulation; (iii) presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder Relevant Date (as defined below), except to the extent that the relevant Holder would have been entitled to such Additional Amounts had on presenting the Note been presented during same for payment on the expiry of such period of 30 day period)days; (5iv) any Taxes that are payable otherwise than by where the withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax deduction is imposed on a payment to or for the benefit of an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the Directive conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; orDirectives; (8) a Tax imposed in connection with a Note v) presented for payment (where presentation is required) by or on behalf of a Holder (or beneficial owner Beneficial Owner) who would have been able to avoid such Tax withholding or deduction by presenting the Note relevant Security to another paying agent in a member state Member State of the European Union. Such ; (vi) to or for the benefit of individuals resident for tax purposes in the Kingdom of Spain or individuals or any other legal entities resident in, or obtaining income through, a tax haven territory (as defined in Royal Decree 1080/1991 of July 5); or (vii) to or for the benefit of a Spanish-resident legal entity subject to Spanish Corporate Income Tax if the Spanish tax authorities determine that the Securities of such series do not comply with exemption requirements specified in the Reply to a Consultation of the Directorate General for Taxation (Dirección General de Tributos) dated July 27, 2004 or otherwise and require a withholding to be made; provided further that Additional Amounts in respect of the Securities of a series will also not be payable wherepaid with respect to any payment to a Holder of any Securities of such series who is a fiduciary, had a partnership, a limited liability company or other than the beneficial owner sole Beneficial Owner of that payment, to the extent that payment would be required by the laws of the Note been Kingdom of Spain (or any political subdivision thereof or any authority or agency therein or thereof having power to tax) to be included in the Holder income, for tax purposes, of a beneficiary or settlor with respect to the Notefiduciary, it a member of that partnership, an interest holder in that limited liability company or a Beneficial Owner who would not have been entitled to the Additional Amounts had it been the Holder. For the purposes of Section 10.4(a)(iii) above, the “Relevant Date” means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Paying Agent on or prior to such due date, it means the first date on which the full amount of such moneys having been so received and being available for payment to Holders, notice to that effect shall have been duly given to the Holders in accordance with this Indenture. (b) The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental charges of whatever nature of any jurisdiction in which any successor Person to the Issuer or the Guarantor, as the case may be, is organized, or any political subdivision or taxing authority thereof or therein, subject to exceptions equivalent to those set forth in Section 10.4(a) above. (c) Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory provided for in this Section to the Trustee evidencing 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. Copies of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such documentation will be made available to the Holders upon requestexpress mention is not made.

Additional Amounts. (a) All payments made by by, or on behalf of, (i) the Guarantor under or with respect to the Guarantee and (ii) the Company on with respect to the Notes (whether or not Notes, in the form of Definitive Notes) will each case, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectivelyimposed, “Taxes”) imposed levied, collected, withheld or levied assessed by or within any jurisdiction in which the Guarantor is organized or resident, or doing or deemed to be doing business, for tax purposes or from or through which payments or deliveries by or on behalf of (1) Luxembourgthe Guarantor are made or deemed made, the United States, Ireland or by or within any political subdivision or governmental authority of any thereof or any authority therein or thereof having power to tax, (2) any jurisdiction from or through which payment on other than the Notes is made, United States or any political subdivision or governmental authority state thereof or therein having (each, excluding the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, United States or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3)state thereof, a “Relevant Taxing Jurisdiction”), unless the such withholding or deduction of Taxes is then required by law or by regulation or governmental policy having the force of law. If In the event that any deduction such taxes, duties, assessments or withholding for, governmental charges imposed or levied by or on account of, any Taxes behalf of any a Relevant Taxing Jurisdiction shall at any time are required to be required withheld or deducted from any payments or deliveries made by the Company or by the Guarantor or any Paying Agent with respect to the Notes, including payments of principal, Redemption Price, interest the Company or premium, the Payor Guarantor will pay (together with such payments) to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be are necessary in order to ensure that the net amounts amount received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will equal the amounts which that would have been received in respect of such payments on the Notes in the absence of had no such withholding or deductiondeduction been required; provided, however, provided that no such Additional Amounts will be payable with respect topayable: (1) for or on account of: (A) any payments to a Holder tax, duty, assessment or beneficial owner who is liable for such Taxes in respect other governmental charge that would not have been imposed but for: (i) the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Note to comply with any reasonable relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership, limited liability company or corporation) and timely request by the Payor to provide information concerning Relevant Taxing Jurisdiction, other than merely holding or enforcing rights under such note or the nationalityreceipt of payments thereunder, residence or identity of including, without limitation, such Holder or beneficial owner being or to make any declaration having been a national, domiciliary or similar claim or satisfy any certification, information or other reporting requirement relating to resident of such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction or treated as a precondition to exemption from all resident thereof or part of such Taxesbeing or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (3ii) except the presentation of such Note (in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) cases in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where which presentation is required) more than 30 days after the relevant payment Relevant Date (as defined below); or (iii) the failure of the Holder, intermediary or beneficial owner to timely comply with a timely request from the Guarantor to provide certification, information, documents or other evidence concerning such Holder’s, intermediary’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration of non-residence or any other claim or filing for exemption to which it is first made available for payment entitled or satisfy any other reporting requirement relating to the Holder (except such matters, if and to the extent that the Holder Holder, intermediary or beneficial owner is able to comply with such request without undue hardship and due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been entitled payable to Additional Amounts had the Note been presented during such 30 day period)Holder, intermediary or beneficial owner; (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6B) any estate, inheritance, gift, saleuse, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (7C) a Tax imposed on a payment to an individual and required to be made pursuant any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Directive Notes; (D) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (“FATCA”), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any law, regulation, rule, practice or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law implementing or complying withlaw, regulation, rule, practice, or introduced in order other official guidance enacted by such other jurisdiction to conform togive effect to such agreement, such Directive; oror any agreement with the U.S. Internal Revenue Service under FATCA; (8) a Tax E) any tax, assessment or other governmental charge imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder Holder, intermediary or beneficial owner who would have been able to avoid such Tax tax, assessment or governmental charge by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; or (F) any combination of taxes referred to in the preceding clauses (A), (B), (C), (D) and (E); or (2) with respect to any payment on a Note to another paying agent in a member state of Holder that is a fiduciary, partnership or person other than the European Union. Such Additional Amounts will also not be payable where, had the sole beneficial owner of that payment, to the Note been extent that such payment would be required to be included in the Holder income under the laws of the NoteRelevant Taxing Jurisdiction, it for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to payment of such Additional Amounts by reason of clauses had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. (1b) If the Company or the Guarantor is required to (8) inclusive above. Upon requestmake any deduction or withholding from any payments with respect to the Notes, the Company or the Guarantor, as applicable, will provide the Trustee with documentation satisfactory deliver to the Trustee official tax receipts evidencing the payment remittance to the relevant tax authorities of Additional Amountsthe amounts so withheld or deducted. Copies of such documentation will receipts shall be made available to Holders, intermediaries and beneficial owners of the Holders notes upon written request.

Additional Amounts. (a) All payments of principal of, premium, if any, and interest on the Notes made by the Company on Issuer or the Guarantor pursuant to the Notes (whether or not in the form of Definitive Notes) will Guarantee, respectively, shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of whatever nature charge (collectivelyincluding penalties, “Taxes”interest and other liabilities related thereto) imposed or levied by or on behalf of (1) LuxembourgCanada or of any province, the United States, Ireland territory or any political subdivision or governmental authority of any thereof or by any authority or agency therein or thereof having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1)collectively, (2) "Taxes" and (3)each, a “Relevant "Taxing Jurisdiction”"), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes Issuer or the TrusteeGuarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or the Guarantor is required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guarantee, respectively, the Issuer or the Guarantor, as the case may be, shall pay, or cause to be paid, such additional amounts (the "Additional Amounts") as may be necessary so that the net amount received by each Holder (in respect of the beneficial owner thereof) (including Additional Amounts) after such withholding or deduction (including any will not be less than the amount such deduction or withholding from such Additional Amounts), equal the amounts which Holder would have received if such Taxes had not been received in respect of such payments on the Notes in the absence of such withholding withheld or deductiondeducted; provided, however, that no such Additional Amounts will shall be payable with respect to a payment made to a Holder or beneficial owner thereof or to a third party on behalf of a Holder or beneficial owner thereof (an "Excluded Holder") with respect to: (1i) any Tax imposed on, or deducted or withheld from, payments in respect of the Notes to a Holder or beneficial owner who is liable (y) by reason of its being a Person with whom the Issuer, a partner of the Issuer or the Guarantor does not deal at arm's length for the purposes of the income tax laws of the Taxing Jurisdiction at the time of making such Taxes in respect of such Note payment or (z) by reason of the Holder’s or beneficial owner’s having existence of any present or former connection with between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member, shareholder or other equity owner of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company, corporation or other entity) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national ofincluding, without limitation, any Tax imposed on, or carrying on a business deducted or maintaining a permanent establishment inwithheld from, such Holder's or being physically present in, the Relevant Taxing Jurisdictionbeneficial owner's net income) other than by the mere holding of such Note holding, or enforcement of receiving payments under, or enforcing any rights thereunder in respect of, the Notes; (ii) any estate, inheritance, gift, sales, transfer, stamp, excise or the receipt of personal property Tax or any similar Tax; (iii) any Tax imposed on, or deducted or withheld from, payments in respect thereof; (2) any Taxes that are imposed of the Notes to a Holder or withheld where such withholding or imposition is by reason beneficial owner as a result of the failure of the such Holder or beneficial owner of the Note Notes (y) to duly and timely comply with any reasonable and timely request by the Payor to provide information certification, identification, information, documentation, or similar reporting requirements concerning the nationality, residence residence, entitlement to treaty benefits, identity or identity connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner or (z) to duly and timely make any declaration or similar a declaration, claim or satisfy any certificationfiling for exemption from or reduction in the rate of such Tax, information if such compliance or other reporting requirement relating to the making of such mattersdeclaration, which claim or filing is required or imposed by a statute, treaty, regulation, protocol, regulation or administrative practice of the Relevant Taxing Jurisdiction pronouncement or practice, as a precondition to exemption from all or part reduction in the rate of such TaxesTax and if the Issuer or the Guarantor has provided such Holder or beneficial owner or its nominee with at least 30 days written notice of any opportunity to so comply or make such declaration, claim or filing; (3iv) except any Tax imposed on, or deducted or withheld from, payments in the case respect of the winding up Notes to a Holder or beneficial owner which is a fiduciary or partnership (including any entity or arrangement treated as a partnership by the relevant Taxing Jurisdiction) or not the sole beneficial owner of such payments to the extent that any beneficiary or settler with respect to such fiduciary, any partner or member of such partnership or any beneficial owner of such payments would not have been entitled to such Additional Amounts with respect to such payments had such beneficiary, settler, partner, member or beneficial owner received directly its beneficial or distributive share of such payments; (v) any Tax imposed on, or deducted or withheld from, payments in respect of the PayorNotes to a Holder or beneficial owner if such payments could have been made without such imposition, any Note deduction or withholding of such Tax had such Notes been presented for payment (where presentation is required) in within 30 days after the Relevant Taxing Jurisdiction date on which such payments or such Notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the such Holder or beneficial owner would have been entitled to such Additional Amounts had the such Notes been presented elsewhereon the last day of such 30-day period);; or (4vi) any Note presented for payment combination of items (where presentation is requiredi) more than through (v). (b) The Issuer or the Guarantor, as the case may be, shall also (a) make such withholding or deduction and (b) remit the full amount deducted or withheld to the relevant Taxing Jurisdiction in accordance with applicable law. (c) The Issuer or the Guarantor, as the case may be, shall furnish the Holders, within 30 days after the relevant date the payment of any Taxes is first made due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer or the Guarantor or, if certified copies of tax receipts are not reasonably available for payment to the Issuer or the Guarantor, such other documentation evidencing such payment by the Issuer or the Guarantor that is reasonably satisfactory to the Trustee. The Issuer and the Guarantor shall, jointly and severally, indemnify each Holder (except to other than an Excluded Holder) for the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); amount of (5x) any Taxes that are payable otherwise than so levied or imposed and paid by withholding from such Holder as a payment result of payments made under or with respect to the principal ofNotes or the Guarantee, premium, if any, or interest on the Notes; (6y) any estatecost or expense arising therefrom or with respect thereto, inheritance, gift, sale, transfer, personal property and (z) any Taxes so levied or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment with respect to an individual and required to be made pursuant to any reimbursement under the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.foregoing clauses

Additional Amounts. All payments made by the Company on in respect of the Notes (whether or not in including payments by the form of Definitive NotesGuarantor under the Guarantee) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectivelynature, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland States or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental taxing authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”)therein, unless the such withholding or deduction of Taxes is then required by law. If any such withholding or deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be is required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premiumby law, the Payor Issuer or (as the case may be) the Guarantor will pay to a Noteholder who is not a United States person (together with such paymentsas defined below) such additional amounts (the “Additional Amounts”) as may be are necessary in order that the net amounts received in respect payment of the principal of, and premium, if any, and interest on, the Notes to such payments by the Holders of Notes or the Trustee, as the case may beNoteholder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal will not be less than the amounts which would have been received amount provided in respect of such payments on the Notes in the absence of such withholding or deductionto be then due and payable; provided, however, that no such the foregoing obligation to pay Additional Amounts will be payable with respect toshall not apply: (1) to any payments to tax, assessment or other governmental charge that would not have been imposed but for the holder, or a Holder fiduciary, settlor, beneficiary, member or beneficial owner who is liable for such Taxes in respect of such Note by reason shareholder of the Holder’s holder if the holder is an estate, trust, partnership or beneficial owner’s corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (a) being or having any present been engaged in a trade or business in Luxembourg or (as the case may be) the United States or having or having had a permanent establishment in Luxembourg or (as the case may be) the United States or having or having had a qualified business unit which has the United States dollar as its functional currency; (b) having a current or former connection with Luxembourg or (as the Relevant Taxing Jurisdiction case may be) the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment or the enforcement of any rights thereunder) or being considered as having such relationship, including being or having been a citizen or resident of Luxembourg or national of(as the case may be) the United States; (c) being or having been a personal holding company, a passive foreign investment company or carrying on a business controlled foreign corporation with respect to the United States or maintaining a permanent establishment inforeign personal holding company that has accumulated earnings to avoid U.S. federal income tax; (d) being or having been a “10-percent shareholder” of the Guarantor, or being physically present inas defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the Relevant Taxing Jurisdiction“Code”) other than by and the mere holding of such Note or enforcement of rights Treasury regulations thereunder or any successor provision; or (e) being a bank described in section 881(c)(3)(A) of the receipt of payments in respect thereofCode; (2) to any Taxes holder that are is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would not have been imposed or withheld where such withholding or imposition is by reason of but for the failure of the Holder holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with Luxembourg or (as the case may be) the United States of the holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationalityNotes, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which if compliance is required or imposed by a statute, treaty, regulation, protocol, by regulation of Luxembourg or administrative practice of (as the Relevant Taxing Jurisdiction case may be) United States or any respective taxing authority therein or by an applicable income tax treaty to which Luxembourg or (as the case may be) the United States is a party as a precondition to exemption from all such tax, assessment or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere)other governmental charge; (4) to any Note presented for payment tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Issuer, the Guarantor or a Paying Agent (where presentation is requiredas the case may be) more than 30 days after from the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period)payment; (5) to any Taxes tax, assessment or other governmental charge that are payable otherwise than by withholding from would not have been imposed but for a payment of the principal ofchange in law, premium, if anyregulation, or interest on administrative or judicial interpretation that becomes effective more than 15 days after the Notespayment becomes due or is duly provided for, whichever occurs later; (6) to any estate, inheritance, gift, salesales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (7) a Tax to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (8) to any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of, or premium, if any, or interest on, any Note, if such Directivepayment can be made without such withholding by at least one other Paying Agent; (9) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (10) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements (the Foreign Account Tax Compliance Act, or “FATCA”) or any successor provisions and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or (8) a Tax imposed 11) in connection with a Note presented for payment by or on behalf the case of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state any combination of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10). The Notes are subject in all cases to (8) inclusive above. Upon requestany tax, the Company will provide the Trustee with documentation satisfactory fiscal or other law or regulation or administrative or judicial interpretation applicable to the Trustee evidencing Notes. Except as specifically provided under this Condition 8, neither the payment of Additional Amounts. Copies of such documentation Issuer nor the Guarantor will be made available required to the Holders upon requestmake any payment for any tax, duty, assessment or governmental charge of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.

Additional Amounts. (a) All payments and deliveries made by the Company on with respect to the Notes Notes, including, but not limited to, payments of principal (whether or not in including, if applicable, the form Tax Redemption Price, the Fundamental Change Repurchase Price and the Covered Disposition Offer Price), payments of Definitive Notes) will interest and deliveries of ADSs upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectivelyincluding any interest, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power additions to tax or (3penalties applicable thereto) imposed, levied, collected, withheld or assessed by or within Sweden, or any other jurisdiction in which the Payor Company is or is deemed to be organized or otherwise considered to be a resident for tax purposes, purposes or from or through which payments or deliveries by or on behalf of the Company with respect to the Notes are made or deemed made or by or within any political subdivision or governmental authority thereof or any taxing authority therein or thereof having the power to tax (each of clause (1), (2) and (3)each, a “Relevant Taxing Jurisdiction”), unless the such withholding or deduction of Taxes is then required by law. If In the event that any deduction such taxes, duties, assessments or withholding for, governmental charges imposed or levied by or on account of, any Taxes behalf of any a Relevant Taxing Jurisdiction shall at any time are required to be required withheld or deducted from any payments or deliveries made by the Company or the Paying Agent with respect to the Notes, including payments the Company shall pay to the Holder of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) each Note such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including and after withholding or deducting any such deduction or withholding from such taxes on the Additional Amounts), ) shall equal the amounts which that would have been received in respect of such payments on the Notes in the absence of had no such withholding or deductiondeduction been required; provided, however, provided that no such Additional Amounts will shall be payable with respect topayable: (i) for or on account of: (A) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) any payments to a Holder or beneficial owner who is liable for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Note to comply with any reasonable and timely request by relevant Holder or beneficial owner, if the Payor to provide information concerning the nationality, residence or identity of such relevant Holder or beneficial owner is an estate, nominee, trust, partnership, limited liability company or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of corporation) and the Relevant Taxing Jurisdiction as a precondition to exemption from all Jurisdiction, other than merely holding or part enforcing rights under such Note or the receipt of such Taxespayments thereunder; (32) except the presentation of such Note (in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) cases in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where which presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (Relevant Date, except to the extent that the Holder or beneficial owner or such other person would have been entitled to Additional Amounts had on presenting the Note been presented for payment or delivery on any date during such 30 30-day period); or (3) the failure of the Holder (or, in case of a Global Note, the relevant beneficial owner acquiring beneficial ownership of the consideration due upon conversion) to comply with a timely request from the Company to provide certification, information, documents or other evidence concerning such ▇▇▇▇▇▇’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration of non-residence or any other claim or filing for exemption from, or reduction in the rate of, withholding taxes, to which it is entitled or satisfy any other reporting requirement relating to such matters, if and to the extent that the Holder or beneficial owner is able to comply with such request and due and timely compliance with such request is required by statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to eliminate, or reduce the rate of, any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner; (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6B) any estate, inheritance, gift, saleuse, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (7C) a Tax imposed on a payment to an individual and required to be made pursuant any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments under or with respect to the Directive Notes; (D) any tax, assessment, withholding or deduction required by Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (or any amended or successor version of such Sections) (“FATCA”), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement the foregoing or any law implementing or complying withenacted by such other jurisdiction to give effect to such agreement, or introduced in order to conform to, such Directive; orany agreement with the U.S. Internal Revenue Service under FATCA; (8) a Tax E) any tax, assessment or other governmental charge imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax tax, assessment or governmental charge by presenting the relevant Note to, or otherwise accepting payment from, another paying agent; or (F) to the extent a Holder or beneficial owner is entitled to (x) a refund of any amount required to be withheld or deducted by such Relevant Taxing Jurisdiction or (y) a tax credit as a result of any tax that gives rise (or would give rise) to the payment of an Additional Amount hereunder, it being understood that each Holder or beneficial owner shall comply with a timely request from the Company to provide any certification, information, documentation or other evidence as is reasonably requested by the Company or required by applicable law for the Company to determine whether such Holder or beneficial owner is entitled to any such refund or tax credit; (G) any combination of taxes referred to in the preceding clauses (A), (B), (C), (D), (E) and (F); or (ii) with respect to any payment of the principal of (including the Tax Redemption Price and the Fundamental Change Repurchase Price, if applicable) and interest on such Note or the delivery of ADSs upon conversion of such Note to another paying agent in any Person who is a member state fiduciary, partnership or Person other than the sole beneficial owner of that payment to the European Union. Such extent no Additional Amounts will also not be would have been payable where, had the beneficial owner of the Note been the Holder thereof. (b) If the Company is required to make any deduction or withholding from any payments or deliveries with respect to the Notes, the Company shall deliver to the Trustee official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted or, if official receipts are not obtainable, other documentation evidencing the payment of the amounts so withheld or deducted. Copies of such receipts or other documentation shall be made available to Holders of the Notes by the Company upon request. (c) Whenever there is mentioned in any context the payment of principal of (including the Tax Redemption Price, the Fundamental Change Repurchase Price or the Disposition Offer Price, if applicable), the payment of interest on, or the delivery of ADSs upon conversion of any Note or any other amount payable with respect to such Note, it would not have been entitled such mention shall be deemed to include payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory provided for in this Indenture to the Trustee evidencing extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. For the payment avoidance of doubt, payments in respect of Additional Amounts may be made, at the Company’s option, by delivering to any Holder due Additional Amounts PIK Notes in aggregate principal amount equal to such Additional Amounts. Copies . (d) The Company shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery or registration of such documentation will be made available each Note or any other document or instrument referred to the Holders upon request.herein or therein, except for taxes, charges or similar levies resulting from any transfer of Notes except as provided in Section 2.06 (Mutilated, Destroyed, Lost or Stolen Notes) and Section 13.02(d) and Section 13.02(e)(

Additional Amounts. All payments made by or on behalf of the Company on or any Guarantor under or with respect to the Notes (whether Securities or not in the form of Definitive Notes) any Guarantee will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxes, duties, levies, imposts, assessments or other governmental charges of whatever nature (collectivelyincluding any penalties, “Taxes”interest and other liabilities related thereto) imposed imposed, assessed or levied by or on behalf of any Taxing Authority (1) Luxembourgcollectively, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”"Taxes"), unless the withholding Company or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the TrusteeGuarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Company or any Guarantor is so required to withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the Securities or any Guarantee, the Company or such Guarantor, as the case may be, will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount (including Additional Amounts) received by each Holder and beneficial owner of the Securities after such withholding or deduction (including any such withholding or deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of Additional Amounts) will not be less than the amount such payments on the Notes in the absence of Holder or beneficial owner would have received if such withholding Taxes had not been withheld or deductiondeducted; provided, however, PROVIDED that no such Additional Amounts will be payable with respect to: (1) any payments to a payment made to a Holder or beneficial owner who is liable for such Taxes in respect of such Note by reason Securities or to a third party on behalf of the Holder’s or beneficial owner’s having any present or former connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note Securities if and to comply the extent any of the following exceptions apply (if and to any such extent, an "Excluded Holder"): (a) in the case of Canadian withholding Taxes, such Taxes were so imposed, assessed or levied by reason of the Company's not dealing at arm's-length (within the meaning of the Income Tax Act (Canada)) with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner at the time of making such payment, (b) such Taxes were so imposed, assessed or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating levied on such payment to such mattersHolder or beneficial owner by reason of its being connected with the relevant Taxing Jurisdiction otherwise than by reason of such Holder's or beneficial owner's activity in connection with purchasing the Securities, which is required mere ownership or imposed by a statute, treaty, regulation, protocol, or administrative practice disposition of the Relevant Taxing Jurisdiction as a precondition to exemption from all Securities, receipt of payments under the Securities or part enforcement or exercise of its rights under the Securities, the Guarantees or this Indenture, 125 (c) such payment could have been made without such deduction or withholding of such Taxes; (3) except in Taxes if the case of the winding up of the Payor, any Note relevant Security had been presented for payment (where presentation is required) in within 30 days after the Relevant Taxing Jurisdiction date on which such payment or such Security became due and payable or the date on which payment thereof is duly provided for, whichever is later (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder or beneficial owner would have been entitled to Additional Amounts had the Notes Security been presented elsewhereon the last day of such 30-day period);, (4d) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except or beneficial owner is a fiduciary, a partnership or not the sole beneficial owner of a Security, if and to the extent that the Holder would have been entitled any beneficiary or settler with respect to Additional Amounts had the Note been presented during such 30 day period); (5) fiduciary, any Taxes that are payable otherwise than by withholding from partner in such partnership or a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of such Security (as the Note been the Holder of the Note, it case may be) would not have been entitled to receive Additional Amounts with respect to the payment in question if such beneficiary, settler, partner or beneficial owner had been the sole beneficial owner of such Security (but only if there is no material cost or expense associated with transferring such Security to such beneficiary, settler, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, settler, partner or beneficial owner), (e) such Holder or beneficial owner failed to duly and timely comply with a written request of the Company addressed or otherwise provided to the Holder (and made at a time which would enable the Holder and/or beneficial owner acting reasonably to duly and timely comply with that request) to provide information, documents or other evidence concerning such Holder's or beneficial owner's nationality, residence, entitlement to treaty benefits, identity or connection with the relevant Taxing Authority or any political subdivision or authority thereof, but only (x) if and to the extent that such Holder and/or beneficial owner was legally able to comply with such request and (y) if and to the extent due and timely compliance with such request is required by the law, regulation, administrative practice or any treaty obligation of the relevant Taxing Authority or any political subdivision or authority thereof as a precondition to reduction or elimination of any Taxes as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner of Securities but for this clause (e), or (f) any combination of the foregoing clauses of this proviso. The Company or such Guarantor will also (a) make such withholding or deduction and (b) remit the full amount deducted or withheld to the relevant Taxing Authority in accordance with applicable law. The Company or such Guarantor will furnish to the Trustee, within 30 days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or such Guarantor. The Company and each Guarantor will indemnify and hold harmless each Holder and beneficial owner of Securities (other than an Excluded Holder with respect to any Taxes) and, upon written request, promptly reimburse each such Holder or beneficial owner for the amount of: (1) any Taxes paid by such Holder or beneficial owner as a result of payments made under or with respect to the Securities or any Guarantee or any Documentary Taxes paid by such Holder or beneficial owner and (2) any Taxes paid by such Holder or beneficial owner with respect to any reimbursement payment under the foregoing clause (1), so that the net amount received by such Holder or beneficial owner after such reimbursement payment will not be less than the net amount such Holder or beneficial owner would have received if the Taxes or the Documentary Taxes described in the foregoing clauses (1) and (2) had not been imposed, assessed or levied, but excluding any such Taxes on such Holder's or beneficial owner's net income generally. 126 At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Securities on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, Change in Control Purchase Price, interest or any other amount payable under or with respect to any Security or any Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts or reimbursement payments to the extent that, in such context, Additional Amounts or reimbursement payments are, were or would be payable in respect thereof. The Company will pay any present or future stamp, issue, registration, court, documentary or other similar Taxes (including Additional Amounts with respect thereto) imposed, assessed or levied by reason any Taxing Jurisdiction in respect of clauses (1) to (8) inclusive above. Upon requestor in connection with the execution, issuance, redemption, retirement, delivery or registration of, or enforcement of rights under, this Indenture, the Company will provide Securities, the Trustee with documentation satisfactory Guarantees or any related document (collectively, "Documentary Taxes"). The obligation to the Trustee evidencing the payment of pay Additional Amounts. Copies , any reimbursement payments and Documentary Taxes under the terms and conditions described above will survive any termination, defeasance or discharge of such documentation will be made available to the Holders upon requestthis Indenture.

Additional Amounts. All payments made by under or with respect to this Note under the Company on the Notes (whether Indenture or not in the form of Definitive Notes) will pursuant to any Note Guarantee must be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of whatever nature charge (collectivelyincluding penalties, “Taxes”interest and other liabilities related thereto) imposed or levied by or on behalf of the (1) the United States, Germany, Luxembourg, the United States, Ireland Kingdom or any political subdivision or governmental authority of any thereof or therein having the power to tax, (2) any jurisdiction from or through which payment on the Notes or any Note Guarantee is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor payor is organized or otherwise considered to be a resident or engaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), collectively, “Taxes”, unless the Issuer, relevant Guarantor or other applicable withholding agent is required to withhold or deduction of deduct Taxes is then required by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. If the Issuer, a Guarantor or other applicable withholding agent is so required to withhold or deduct any deduction or withholding for, amount for or on account of, any of Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments payment made under or with respect to the Notes, including payments of principal, Redemption Price, interest Notes or premiumany Note Guarantee, the Payor Issuer or such Guarantor, as the case may be, will be required to pay such amount (together with such payments) such additional amounts (amount the “Additional Amounts”) as may be necessary in order so that the net amounts amount (including Additional Amounts) received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, each beneficial owner after such withholding or deduction (including any such withholding or deduction or withholding from on such Additional Amounts), equal ) will not be less than the amounts which amount such beneficial owner would have received if such Taxes had not been received in respect of such payments on the Notes in the absence of such withholding withheld or deductiondeducted; provided, however, that no such Additional Amounts will be payable with respect to: (1) to payments made to any payments to a Holder or beneficial owner who is liable for to the extent such Taxes in respect of such Note are imposed by reason of the Holder’s (i) such beneficial owner being considered to be or beneficial owner’s having any present or former connection to have been connected with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) , other than by the mere acquisition, ownership, holding or disposition of such Note or this Note, the enforcement of rights thereunder under this Note or under any Note Guarantee or the receipt of payments in respect thereof; of this Note or any Note Guarantee, or (ii) such beneficial owner not completing any procedural formalities that it is legally eligible to complete and are necessary for the Issuer, Guarantors or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of this Note or any Note Guarantee a complete, correct and executed IRS Form W-8 or W-9 or substitute or successor form, as applicable, with all appropriate attachments or a comparable form required by another Relevant Taxing Jurisdiction). Further, no Additional Amounts shall be payable with respect to (i) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner holding or owning, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote, (ii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to the Issuer or any Guarantor, (iii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business or (iv) any United States federal tax imposed pursuant to FATCA, (v) with respect to German tax residents any Tax withheld by a German custodian, who is required to deduct the withholding tax from such interest payments, provided that this Note is held in custody with such German custodian. The Issuer or any Guarantor (as applicable) required to withhold any Taxes will make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or any Guarantor (as applicable) will use commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or such Guarantor (as applicable) of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Wherever in the Indenture, this Note or any Note Guarantee there are mentioned, in any context, (1) the payment of principal, (2) any Taxes that are imposed purchase prices in connection with a purchase of Notes under the Indenture or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationalitythis Note, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); interest or (4) any other amount payable on or with respect to this Note presented for or any Note Guarantee, such reference shall be deemed to include payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except of Additional Amounts as described under this heading to the extent that the Holder would have been entitled to that, in such context, Additional Amounts had the Note been presented during such are, were or would be payable in respect thereof.. At least 30 day period); (5) any Taxes that are payable otherwise than by withholding from a days prior to each date on which payment of the principal ofprincipal, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed amounts on a payment to an individual and required this Note is to be made pursuant (unless an obligation to pay Additional Amounts arises shortly before or after the Directive 30th day prior to such date, in which case it shall be promptly thereafter), if the Issuer or a Guarantor will be obligated to pay Additional Amounts with respect to any law implementing or complying withsuch payment, or introduced in order to conform tothe Issuer will promptly furnish the Trustee and the Paying Agent, if other than the Trustee, with an Officers’ Certificate stating that such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable whereand the amounts so payable, had and will set forth such other information necessary to enable the beneficial owner of Trustee or the Note been the Holder of the Note, it would not have been entitled Paying Agent to payment of pay such Additional Amounts by reason of clauses to the holders on the payment date. The Issuer or a Guarantor (1as applicable) will pay to (8) inclusive above. Upon requestthe Trustee or the Paying Agent such Additional Amounts and, if paid to a Paying Agent other than the Company will Trustee, shall promptly provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of such Additional Amounts. Copies of such documentation will shall be made available to the Holders holders upon request. The foregoing obligations in this Paragraph 2 will survive any termination, defeasance or discharge of the Indenture. References in this Paragraph 2 to the Issuer or any Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) All payments made by the Issuer, a Successor Company or Guarantor (a “Payor”) on the Notes (whether or not in the form of Definitive Notes) Note Guarantees will be made free and clear of and without withholding or deduction for, or on account of, any present Taxes unless the withholding or future taxesdeduction of such Taxes is then required by law. If any deduction or withholding for, dutiesor on account of, assessments or governmental charges of whatever nature (collectively, “Taxes”) any Taxes imposed or levied by or on behalf of of: (1) the Grand Duchy of Luxembourg, the United States, Ireland Kingdom or any political subdivision or governmental authority of any Governmental Authority thereof or therein having power to tax, ; (2) any jurisdiction from or through which payment on any such Note or Note Guarantee is made by the Notes is madeIssuer, Successor Company, Guarantor or their agents, or any political subdivision or governmental authority Governmental Authority thereof or therein having the power to tax or tax; or (3) any other jurisdiction in which the Payor is organized incorporated or organized, engaged in business for tax purposes or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority Governmental Authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall will at any time be required from any payments made with respect to the Notesany Note or Note Guarantee, including payments of principal, Redemption Priceredemption price, interest premium, if any, or premiuminterest, the Payor will shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal will not be less than the amounts which would have been received in respect of such payments on the Notes any such Note or Note Guarantee in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect tofor or on account of: (1) any payments to a Holder or beneficial owner who is liable Taxes that would not have been so imposed but for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including including, but not limited to, being a citizen or resident or national or domiciliary of, or carrying on the existence of a business, a permanent establishment, a dependent agent, a place of business or maintaining a permanent establishment in, place of management present or being physically deemed present in, in the Relevant Taxing Jurisdiction) other than by but excluding, in each case, any connection arising solely from the mere acquisition, ownership or holding of such Note or enforcement of rights thereunder hereunder or under a Note Guarantee or the receipt of payments any payment in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of by the Holder or the beneficial owner of the Note to comply with any reasonable and timely a written request by of the Payor addressed to the Holder, after reasonable notice, to provide information certification, information, documents or other evidence concerning the nationality, residence residence, identity or identity connection with the Relevant Taxing Jurisdiction of such the Holder or such beneficial owner owners or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which in each case that is required or imposed by a statute, treatyapplicable law, regulation, protocol, treaty or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such TaxesTax; provided that in each case the Holder or beneficial owner is legally eligible to do so; (3) except in any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the case of the winding up of the Payor, Notes or any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere)Guarantee; (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period)estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, required to be deducted or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed withheld on a payment to an individual and required to be made pursuant to the European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, to such Directive; ordirective; (8) a Tax 6) any Taxes imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to to, or otherwise accepting payment from, another paying agent Paying Agent in a member state of the European Union. Such ; (7) any Taxes imposed on or with respect to a payment to a Holder that is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; or (8) any combination of the above. (b) Additional Amounts will also not be payable (x) to the extent the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment (where presentation is required for payment) within 30 days after the relevant payment was first made available for payment to the Holder, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment within such 30 day period or (y) where, had the beneficial owner of the Note been the Holder, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder of presented the NoteNote for payment within such 30-day period, it such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive above. Upon request, but only if there is no material cost or legal restriction associated with transferring the Company will provide Note to such beneficial owner. (c) The Payor shall (i) make any required withholding or deduction and (ii) remit the Trustee with documentation satisfactory full amount deducted or withheld to the Trustee 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 Additional Amountsany Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes, in such form as provided in the ordinary course by the Relevant Taxing Jurisdiction and as is reasonably available to the Company, and shall provide such certified copies to the Trustee. Copies of such documentation will Such copies shall be made available to the Holders upon requestrequest and shall be made available at the offices of the Paying Agent. 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 withholding Taxes paid per £1,000 principal amount of the Notes. (d) If any Payor becomes aware that it shall be obligated to pay Additional Amounts under or with respect to any payment made on any Note or Note Guarantee, at least 30 days prior to the date of such payment, the Payor shall deliver to the Trustee an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises, or Payor becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable after the date that is 30 days prior to the payment date). The Trustee shall be entitled to rely solely on such Officer’s Certificate without further inquiry, as conclusive proof that such payments are necessary. (e) Wherever in this Indenture or the Note Guarantees there are mentioned, in any context: (1) the payment of principal; (2) purchase or redemption prices in connection with a purchase or redemption of Notes; (3) interest; or (4) any other amount payable on or with respect to any of the Notes, such reference shall be deemed to include payment of Additional Amounts pursuant to this Section 2.13 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The Payor shall pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Notes, this Indenture, the Proceeds Loan Agreement, the Intercreditor Agreement, the Security Documents or any other document or instrument in relation thereto (other than a transfer or exchange of the Notes) excluding any such Taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction. (g) The foregoing obligations of this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to the Issuer or any Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments made by the Company Payor on the Notes (whether or not in the form of Definitive Notes) any Guarantor with respect to its Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, any jurisdiction in which the United States, Ireland Payor or any Guarantor or successor Guarantor is organized or otherwise considered resident for tax purposes or any political subdivision or governmental authority of any thereof or therein having power to tax, or (2) any jurisdiction from or through which payment on the Notes or any of the Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (32), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the NotesNotes or the Guarantees, including including, without limitation, payments of principal, Redemption Price, interest or premium, if any, the Payor or the relevant Guarantor, as applicable, will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to: (1) any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction upon any payments to a Holder or beneficial owner Beneficial Owner who is liable for such Taxes in respect of such Note the Notes by reason of the Holder (or a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant Holder’s , if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or beneficial owner’s corporation) or Beneficial Owner having any present or former connection with the such Relevant Taxing Jurisdiction (including including, without limitation, being resident for tax purposes, being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the such Relevant Taxing Jurisdiction) other than by a connection arising from the mere acquisition, ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereofof the Notes or with respect to any Guarantee; (2) any Taxes that are would not have been imposed or withheld where such withholding or imposition is by reason of the failure of if the Holder or beneficial owner Beneficial Owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the applicable Relevant Taxing Jurisdiction as a precondition to exemption from all the requirement to deduct or part withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of such Taxesnon-residence or other claim or filing for exemption is required under the applicable law of the applicable Relevant Taxing Jurisdiction, the relevant Holder or Beneficial Owner at that time has been notified in writing by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest interest, if any, on the NotesNotes or with respect to any Guarantee; (6) any estate, inheritance, gift, salesales, excise, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner Beneficial Owner who would have been able to avoid such Tax by presenting the relevant Note to to, or otherwise accept payment from, another paying agent in a member state of the European Union; (8) any Taxes imposed, deducted or withheld pursuant to Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, in each case, as of the issue date (and any amended or successor version that is substantively comparable); any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing an intergovernmental agreement relating thereto; or any treaty, law, regulation or other official guidance enacted in any other jurisdiction, facilitating implementation thereof; (9) all United States backup withholding taxes; (10) any Tax deducted, withheld or imposed in connection with the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), as amended from time to time; or (11) any combination of clauses (1) through (10) above. Such Additional Amounts will also not be payable where, had the beneficial owner Beneficial Owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) 11) inclusive above. Upon request, the Company Issuer will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. (a) All payments made amounts payable (whether in respect of principal, redemption amount, interest or otherwise) in respect of the Securities of a series and the related Guarantee by the Company on Issuer or the Notes (whether or not in the form of Definitive Notes) Guarantor will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland Kingdom of Spain or any political subdivision or governmental authority of any thereof or any authority or agency therein or thereof having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes such taxes, duties, assessments or governmental charges is then required by law. If In the event that such withholding or deduction is required by law, unless otherwise specified in any deduction Board Resolution or withholding for, other appropriate corporate authorization of the Issuer or on account of, any Taxes the Guarantor establishing the terms of any Relevant Taxing Jurisdiction shall at any time be required from any payments made Securities of a series or the Guarantees relating thereto in accordance with respect to the Notes, including payments of principal, Redemption Price, interest or premiumSection 2.1, the Payor Issuer or the Guarantor shall pay such Additional Amounts as will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary result in order that the net amounts received in respect of such payments receipt by the Holders of Notes or the Trustee, such series of Securities of such amounts as the case may be, after would have been received by them had no such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deductionrequired; provided, however, that no such the Issuer and the Guarantor will not be required to pay any Additional Amounts will be payable with in respect toof any Security of a series: (1i) any payments to a Holder or beneficial owner of such Security who is liable for such Taxes taxes, duties, assessments or governmental charges in respect of such Note Security by reason of it (or the Holder’s or beneficial owner’s Beneficial Owner for whose benefit it holds such Security) having any present or former some connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) Kingdom of Spain other than by the mere holding of such Note Security (or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhereinterest); (ii) to a Holder of such Securities in respect of whom the Issuer or the Guarantor does not receive such information (which may include a tax residence certificate) concerning such Holder’s identity and tax residence (or the identity and tax residence of the Beneficial Owner for whose benefit it holds such Security) as it may require in order to comply with Law 13/1985 of May 25 (as amended by Law 19/2003 of July 4, Law 23/2005 of November 18 and Law 4/2008 of December 23), Royal Decree 1065/2007 of July 27 and any implementing legislation or regulation; (iii) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder Relevant Date (as defined below), except to the extent that the relevant Holder would have been entitled to such Additional Amounts had on presenting the Note been presented during same for payment on the expiry of such period of 30 day period)days; (5iv) any Taxes that are payable otherwise than by where the withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax deduction is imposed on a payment to or for the benefit of an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the Directive conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; orDirectives; (8) a Tax imposed in connection with a Note v) presented for payment (where presentation is required) by or on behalf of a Holder (or beneficial owner Beneficial Owner) who would have been able to avoid such Tax withholding or deduction by presenting the Note relevant Security to another paying agent in a member state Member State of the European Union. Such ; (vi) to or for the benefit of individuals resident for tax purposes in the Kingdom of Spain; or (vii) to or for the benefit of a Spanish-resident legal entity subject to Spanish Corporate Income Tax if (a) the Spanish corporate resident entity fails to identify itself as such to the Issuer and the Guarantor in accordance with article 59.q) or 59.s) of the Corporate Income Tax Regulations approved by Royal Decree 1777/2004 of July 30 or (b) the Spanish tax authorities determine that the Securities of such series do not comply with exemption requirements specified in the Reply to a Consultation of the Directorate General for Taxation (Dirección General de Tributos) dated July 27, 2004 or otherwise and require a withholding to be made; provided further that Additional Amounts in respect of the Securities of a series will also not be payable wherepaid with respect to any payment to a Holder of any Securities of such series who is a fiduciary, had a partnership, a limited liability company or other than the beneficial owner sole Beneficial Owner of that payment, to the extent that payment would be required by the laws of the Note been Kingdom of Spain (or any political subdivision thereof or any authority or agency therein or thereof having power to tax) to be included in the Holder income, for tax purposes, of a beneficiary or settlor with respect to the Notefiduciary, it a member of that partnership, an interest holder in that limited liability company or a Beneficial Owner who would not have been entitled to the Additional Amounts had it been the Holder. For the purposes of Section 10.4(a)(iii) above, the “Relevant Date” means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been received by the Paying Agent on or prior to such due date, it means the first date on which the full amount of such moneys having been so received and being available for payment to Holders, notice to that effect shall have been duly given to the Holders in accordance with this Indenture. (b) The foregoing provisions shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental charges of whatever nature of any jurisdiction in which any successor Person to the Issuer or the Guarantor, as the case may be, is organized, or any political subdivision or taxing authority thereof or therein, subject to exceptions equivalent to those set forth in Section 10.4(a) above. (c) Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory provided for in this Section to the Trustee evidencing 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. Copies of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such documentation will be made available to the Holders upon requestexpress mention is not made.

Additional Amounts. All payments and deliveries made by by, or on behalf of, the Company on under or with respect to the Notes Notes, including, but not limited to, payments of principal (whether including, if applicable, the Redemption Price or not Fundamental Change Purchase Price), payments of interest and deliveries of Common Shares or other Reference Property (together with payment of cash in the form lieu of Definitive Notesany fractional Common Shares) upon conversion, will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (including interest and penalties related thereto) (collectively, “Applicable Taxes”) imposed or levied by or within the jurisdiction in which the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by, or on behalf of (1) Luxembourgof, the United StatesCompany for purposes of the tax law of that jurisdiction (or, Ireland or in each case, any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental taxing authority thereof or therein having the power to tax or therein) (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposeseach, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3)as applicable, a “Relevant Taxing Jurisdiction”), unless the such withholding or deduction of Taxes is then required by law or by regulation or governmental policy having the force of law. If In the event that any such withholding or deduction or withholding foris so required, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect the Company will pay to the Notes, including payments Holder of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) each Note such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, beneficial owners after such withholding or deduction (including and after deducting any such deduction or withholding from such Applicable Taxes on the Additional Amounts), ) will equal the amounts which that would have been received in respect of by such payments on the Notes in the absence of beneficial owners had no such withholding or deductiondeduction been required; provided, however, that no such Additional Amounts will be payable with respect topayable: (1a) for or on account of: (i) any payments Applicable Taxes to a Holder or beneficial owner who is liable for the extent such Applicable Taxes in respect would not have been imposed but for: (A) the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of between the Holder or beneficial owner of the such Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction, including, without limitation, being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a precondition to exemption from all resident thereof or part being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein, but excluding the mere holding or enforcement of such TaxesNote or the receipt of payments thereunder; (3B) except the presentation of such Note (in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) cases in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where which presentation is required) more than 30 days after the relevant later of the date on which the payment of the principal of (including the Fundamental Change Purchase Price or Redemption Price, if applicable) and interest on, such Note or the delivery of Common Shares and other Reference Property (together with payment of cash in lieu of any fractional Common Shares) upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for; or (C) the failure of the Holder or beneficial owner (to the extent it is first made available for payment legally entitled to do so) to comply with a timely request from the Company, addressed to the Holder (except or beneficial owner, as the case may be, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation, treaty or administrative practice of the Holder Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been entitled payable to Additional Amounts had the Note been presented during such 30 day period)Holder or beneficial owner; (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental chargeApplicable Taxes; (7iii) a Tax imposed on a any Applicable Taxes to the extent such Applicable Taxes result from the presentation of any Note for payment to an individual (where presentation is required for payment) and required to the payment can be made without such withholding or deduction by the presentation of the Note for payment by at least one other Paying Agent; (iv) any Applicable Taxes that are payable otherwise than by withholding from payments under or with respect to the Notes; (v) in respect of any Taxes imposed pursuant to Sections 1471 through 1474 of the Directive U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the issue date (or any law implementing amended or complying withsuccessor version of such sections) (“FATCA”), any regulations or introduced in order other official guidance thereunder, any agreement entered into pursuant to conform tosection 1471(b)(1) of the Code, such Directive; or (8) any intergovernmental agreement entered into between a Tax imposed non-U.S. jurisdiction and the United States in connection with a Note presented for payment by FATCA or on behalf any law, regulation or other official guidance issued or enacted in any jurisdiction implementing FATCA or such intergovernmental agreement; and (vi) any combination of a Applicable Taxes referred to in the preceding clauses (i) through (v). In addition to the foregoing, the Company will pay and indemnify the Holder or beneficial owner who would have been able for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies or Applicable Taxes levied by any jurisdiction on the execution, delivery, registration or enforcement of any of the Notes or any other document or instrument referred to avoid therein, or the receipt of any payments with respect thereto (limited, solely in the case of Applicable Taxes attributable to the receipt of any payments with respect thereto, to any such taxes imposed in a Relevant Tax by presenting Jurisdiction that are not excluded under clauses (i) through (v) immediately above or any combination thereof). Furthermore, Additional Amounts shall not be paid for any Applicable Taxes with respect to any payment of the principal of (including the Fundamental Change Purchase Price or Redemption Price, if applicable) and interest on, such Note or the delivery of Common Shares or other Reference Property (together with payment of cash in lieu of any fractional Common Shares) upon conversion of such Note to another paying agent in a member state of Holder, if the European Union. Such Additional Amounts will also not be payable whereHolder is a fiduciary, had partnership or person other than the sole beneficial owner of that payment to the Note been extent that such payment would be required to be included in the Holder income under the laws of the NoteRelevant Taxing Jurisdiction, it for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. Whenever there is mentioned in any context the delivery of Common Shares or other Reference Property (together with payment of cash in lieu of any fractional Common Shares) upon conversion of any Note or the payment of principal of (including the Redemption Price or Fundamental Change Purchase Price, if applicable) and interest on, any Note or any other amount payable with respect to such Note, such mention shall be deemed to include payment of Additional Amounts by reason of clauses (1) provided for herein to (8) inclusive abovethe extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. Upon request, Each Holder entitled to any Additional Amounts shall cooperate with the Company will provide and the Trustee with in providing any information or documentation reasonably requested by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner (to the extent necessary to establish such Holder’s entitlement to Additional Amounts) and to assist the Company or the Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. The Company will furnish to the Trustee an Officer’s Certificate and any other documentation reasonably satisfactory to the Trustee evidencing the payment of any Applicable Taxes so deducted or withheld and the amount of any Additional AmountsAmounts payable thereon. Copies of such documentation will be made available by the Trustee to Holders upon written request to the Holders upon requestTrustee. If the Company calls any Note for a Tax Redemption pursuant to Section 3.10(c) and the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then the Company’s obligation to pay Additional Amounts will apply to the interest due on that Note on such Interest Payment Date unless such Note is the subject to a Tax Redemption Opt-Out Election Notice. The obligations of this Section 2.16 will survive termination, defeasance or discharge of this Indenture or any transfer by a Holder or beneficial owner of its Notes and will apply mutatis mutandis to any jurisdiction where any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by, or on behalf of, any successor to the Company (or any political subdivision or taxing authority thereof or therein).

Additional Amounts. (a) All payments made by the Company, a Successor Company or a Guarantor (a “Payor”) on the Notes (whether or not in the form of Definitive Notes) Note Guarantees will be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of: (1) (i) the United States of America, (ii) any State of the United States or the District of Columbia, (iii) the Grand Duchy of Luxembourg, (iv) the United Kingdom or (v) with respect to each of the jurisdictions in (i)-(iv), any political subdivision or Governmental Authority thereof or therein having power to tax; (2) any jurisdiction from or through which payment on any such Note or Note Guarantee is made by the Company, Successor Company, Guarantor or their agents, or any political subdivision or Governmental Authority thereof or therein having the power to tax; or (3) any other jurisdiction in which the Payor is incorporated or organized, engaged in business for tax purposes or otherwise considered to be a resident for tax purposes, or any political subdivision or Governmental Authority thereof or therein having the power to tax (each of clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction shall Jurisdiction”), will at any time be required from any payments made with respect to the Notesany Note or Note Guarantee, including payments of principal, Redemption Priceredemption price, interest premium, if any, or premiuminterest, the Payor will shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal will not be less than the amounts which would have been received in respect of such payments on the Notes any such Note or Note Guarantee in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect tofor or on account of: (1) any payments to a Holder or beneficial owner who is liable Taxes that would not have been so imposed but for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including including, but not limited to, being a citizen or resident or national or domiciliary of, or carrying on the existence of a business, a permanent establishment, a dependent agent, a place of business or maintaining a permanent establishment in, place of management present or being physically deemed present in, in the Relevant Taxing Jurisdiction) other than by but excluding, in each case, any connection arising solely from the mere acquisition, ownership or holding of such Note or enforcement of rights thereunder hereunder or under a Note Guarantee or the receipt of payments any payment in respect thereof; (2) any Taxes that are imposed or withheld where on behalf of a Holder who would have been able to avoid such withholding or imposition is deduction by reason of the failure of the Holder or beneficial owner of the Note to comply complying with any reasonable and timely request by the Payor to provide information concerning the nationalityapplicable certification, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certificationdocumentation, identification, information or other reporting requirement relating to concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction if such matters, which compliance is required by statute or imposed by a statute, treaty, regulation, protocol, or administrative practice regulation of the Relevant Taxing Jurisdiction as a precondition to relief or exemption from all applicable withholding tax or part of such Taxesduty; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by deduction or withholding from a payment of with respect to the principal of, premium, if any, Notes or interest on the Notesany Note Guarantee; (64) any estate, inheritance, gift, salesales, transfer, personal property or similar tax, assessment or other governmental chargeTaxes; (75) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax Taxes imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to to, or otherwise accepting payment from, another paying agent Paying Agent in a the United Kingdom or any member state of the European Union. ; (6) any Taxes imposed on or with respect to a payment to a Holder that is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (7) any Taxes imposed pursuant to or in connection with Sections 1471 through 1474 of the Code, the United States Treasury Regulations thereunder or any similar law or regulations adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing; or (8) any Taxes required to be withheld by any Paying Agent from any payment of principal of, or interest on, any Note if such payment can be made without such withholding by any other Paying Agent outside the United States; (9) any Taxes imposed by reason of such Holder’s past or present status, for U.S. federal income tax purposes, as a passive foreign investment company (including a qualified election fund), a controlled foreign corporation, a personal holding company, a private foundation or other tax exempt organization or as a corporation which accumulates earnings to avoid United States federal income tax; (10) any Taxes imposed on interest received by a Holder or beneficial owner of a Note that is a 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of the Company, being a bank whose receipt of interest on a Note is described in Section 881(c)(3)(A) of the Code and regulations that may be promulgated thereunder or being a controlled foreign corporation that is related to the Company as described in Section 881(c)(3)(C); or (11) any combination of the above. (b) Such Additional Amounts will also not be payable (x) to the extent the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment (where presentation is required for payment) within 30 days after the relevant payment was first made available for payment to the Holder, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment within such 30 day period or (y) where, had the beneficial owner of the Note been the Holder, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder of presented the NoteNote for payment within such 30-day period, it such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) 11) inclusive above. Upon request, but only if there is no material cost or legal restriction associated with transferring the Company will provide Note to such beneficial owner. (c) The Payor shall (i) make any required withholding or deduction and (ii) remit the Trustee with documentation satisfactory full amount deducted or withheld to the Trustee 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 Additional Amountsany Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes, in such form as provided in the ordinary course by the Relevant Taxing Jurisdiction and as is reasonably available to the Payor, and shall provide such certified copies to the Trustee. Copies of such documentation will Such copies shall be made available to the Holders upon requestrequest and shall be made available during normal business hours at the offices of the Paying Agent. 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 withholding Taxes paid per €1,000 principal amount of Notes. (d) If any Payor becomes aware that it shall be obligated to pay Additional Amounts under or with respect to any payment made on any Note or Note Guarantee, at least 30 days prior to the date of such payment, the Payor shall deliver to the Trustee and the Paying Agent an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises, or the Payor becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable after the date that is 30 days prior to the payment date but in any event no less than 2 (two) Business Days prior to the payment date). The Trustee and the Paying Agent shall be entitled to rely solely on such Officer’s Certificate without further inquiry, as conclusive proof that such payments are necessary. (e) Wherever in this Indenture or the Note Guarantees there are mentioned, in any context: (1) the payment of principal; (2) purchase or redemption prices in connection with a purchase or redemption of Notes; (3) interest; or (4) any other amount payable on or with respect to any of the Notes, such reference shall be deemed to include payment of Additional Amounts pursuant to this Section 2.13 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The Payor shall pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Notes, this Indenture, the Intercreditor Agreement, the other Security Documents or any other document or instrument in relation thereto (other than a transfer or exchange of the Notes) excluding any such Taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction. (g) The foregoing obligations of this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to the Company or any Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by in respect of the Company on the Notes (whether or not in the form of Definitive Notes) Securities will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments taxes or governmental charges duties of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of Brazil or the Cayman Islands or, in the event that the Issuer appoints additional paying agents, by the jurisdictions of such additional paying agents (1each, a "TAXING JURISDICTION") Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or any authority or agency therein or thereof having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes such taxes or duties is then required by law. If any deduction law or withholding forthe official interpretation thereof, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to by the Notes, including payments of principal, Redemption Price, interest or premiumadministration thereof. In that event, the Payor will Issuer shall pay (together with such payments) such additional amounts (the “Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary in order that the net amounts received in respect of such payments receivable by the Holders holder of Notes or the Trustee, as the case may be, any Security after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the respective amounts which would have been received in respect of receivable by such payments on the Notes holder in the absence of such withholding or deduction; provided, however, except that no such Additional Amounts will shall be payable with in respect toof payment in respect of any Security: (1i) any payments to a Holder the extent that such taxes or duties are imposed or levied by reason of such holder (or the beneficial owner) having some connection with the Taxing Jurisdiction other than the mere holding (or beneficial owner who is liable for ownership) of such Taxes Security; (ii) to the extent that such taxes or duties are imposed on, or measured by, net income of the holder (or beneficial owner); (iii) in respect of such Note by reason of which the Holder’s holder (or beneficial owner’s having any present or former connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note fails to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information identification or other reporting requirement relating to such mattersconcerning its nationality, which residence, identity or connection with the Taxing Jurisdiction if (1) compliance is required or imposed by a statute, treatyapplicable law, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction or treaty as a precondition to exemption from all or a part of the taxes, (2) the holder (or beneficial owner) is able to comply with those requirements without undue hardship and (3) the Issuer has given all holders at least 30 days prior notice that they will be required to comply with such Taxesrequirements; (3iv) except in respect of which the case of the winding up of the Payor, any Note presented for payment holder (or beneficial owner) fails to surrender (where presentation surrender is required) in its Security for payment within 30 days after the Relevant Taxing Jurisdiction (unless by reason Issuer has made available a payment of principal or interest provided that the Payor’s actions, presentment could not Issuer will pay Additional Amounts to which a holder would have been made elsewhere and except entitled had the Security been surrendered on any day (including the last day) within such 30-day period; (v) to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that taxes or duties are payable otherwise than imposed by withholding from a payment reason of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, salevalue added, transferuse or sales tax or any similar taxes, personal property or similar tax, assessment assessments or other governmental chargecharges; (7vi) a Tax where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the Directive taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment vii) by or on behalf of a Holder or beneficial owner Securityholder who would have been able to avoid such Tax withholding or deduction by presenting the Note relevant Security to another paying agent Paying Agent in a member state Member State of the European Union. Such Any reference to payments on the Securities shall be deemed also to include the payment of any Additional Amounts. However, no holder of a Security shall be entitled to receive any Additional Amounts greater than the amounts necessary in order that the net amounts receivable by such holder after such withholding or deduction equal the respective amounts which would have been receivable by such holder in the absence of such withholding or deduction, subject to the exceptions above. (b) The Issuer will also (i) make such withholding or deduction on its payments of principal and interest on the Securities as required by the relevant Taxing Jurisdiction and (ii) remit the full amount withheld or deducted to the relevant taxing authority in accordance with applicable law. The Issuer will furnish to the Trustee, within 30 days after the date of payment of any such Taxes due pursuant to applicable law, certified copies of tax receipts or, if such receipts are not obtainable, documentation evidencing such payment. Upon request, copies of such receipts or other documentation, as the case may be, will be payable wheremade available to the Securityholders. (c) At least 10 Business Days prior to the first Interest Payment Date for the Securities, had and, if there has been any change with respect to the beneficial owner matters set forth in the below-mentioned certificate at least 10 Business Days prior to each Interest Payment Date for the Securities, the Issuer shall furnish to the Trustee an Officers' Certificate instructing the Trustee as to any circumstances in which payments of principal of or interest on the Securities (including Additional Amounts) due on such date shall be subject to deduction or withholding for or on account of any Taxes and the rate of any such deduction or withholding and certifying that the Issuer shall pay all amounts required to be deducted or withheld to the appropriate governmental authority. The Issuer covenants to indemnify the Trustee and any other Paying Agents for, and to hold each harmless against, any loss, liability or expense reasonably incurred without negligence, bad faith or willful misconduct on their part, arising out of or in connection with actions taken or not taken by any of them in reliance on any certificate furnished to them pursuant to this paragraph or the failure to furnish any such certificate. The obligations of the Note been Issuer under the Holder preceding sentence shall survive the resignation or removal of the NoteTrustee, it would not have been entitled to the Security Registrar or any Paying Agent, payment of Additional Amounts the Securities and the termination of this Indenture for a period of three years after the redemption and payment in full of the Securities. Any certificate required by reason of clauses (1) this Section to (8) inclusive abovebe provided to the Trustee and any other Paying Agent shall be deemed to be duly provided if telecopied to the Trustee and such other Paying Agent. Upon request, the Company will Issuer shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of taxes in respect of which the Issuer has paid any Additional Amounts. Copies of such documentation will shall be made available by the Trustee to the Holders Securityholders or the other Paying Agents, as applicable, upon requestrequest therefor. (d) The Issuer shall promptly pay when due any present or future stamp, administrative, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in a Taxing Jurisdiction from the execution, delivery, enforcement or registration of each Security or any other document or instrument referred to herein or therein. The Issuer shall indemnify and make whole the Securityholders for any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies payable by the Issuer as provided in this clause (d) paid by such Securityholders. (e) All references in this Indenture to principal, interest, and other amounts payable hereunder shall be deemed to include references to any Additional Amounts payable under this Section with respect to such principal, interest, or other amounts. The foregoing obligations shall survive any termination of the Trustee or discharge of the Securities and this Indenture. (f) If the Issuer shall at any time be required to pay Additional Amounts to Securityholders pursuant to the terms of this Indenture, the Issuer will use its reasonable efforts to obtain an exemption from the payment of (or otherwise avoid the obligation to pay) the Tax which has resulted in the requirement that it pay such Additional Amounts. (g) The Issuer agrees that, if the conclusions of the ECOFIN Council meeting of November 26-27, 2000 are implemented, it will maintain a paying agent in an EU member state that will not be obligated to withhold or deduct tax pursuant to the Directive.

Additional Amounts. All payments made Any deliveries of shares of Common Stock or, if applicable, other Reference Property (together with payment of cash in lieu of any fractional shares of Common Stock) by the Company on (or any successor or surviving entity) under the Notes (whether or not in the form of Definitive Notes) will Purchase Contracts shall be made without deduction or withholding, unless such withholding or deduction foris required by applicable law, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which event the Payor is organized Company (or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2such entity) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts received in respect of Persons entitled to such payments by will receive the Holders shares of Notes Common Stock or, if applicable, other Reference Property (or cash) that such Persons would otherwise have received but for such withholding. Notwithstanding the Trusteeforegoing, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Company will not pay Additional Amounts will be payable with respect toto a payment made to any Holder or Beneficial Owner of a Purchase Contract: (1a) any payments which is subject to a Holder or beneficial owner who is liable for such Taxes in respect of such Note taxes by reason of the Holder’s Holder or beneficial owner’s having any present or former connection with the Relevant Taxing Jurisdiction (including Beneficial Owner being a citizen or resident resident, domicile or national of, or carrying on a engaged in business or maintaining a permanent establishment in, or being physically present inother physical presence in or otherwise having some connection with, the Relevant Taxing Jurisdiction) other relevant tax jurisdiction otherwise than by the mere acquisition, holding or disposition of such Note or the Purchase Contract, enforcement of rights thereunder or the receipt of payments in respect thereofthereunder; (2b) for or on account of any Taxes that are taxes imposed or deducted or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner Beneficial Owner of the Note Purchase Contract to comply with complete, execute and deliver to the Company any reasonable and timely request by customary form or document, to the Payor extent applicable to provide information concerning the nationality, residence or identity of such Holder or beneficial owner Beneficial Owner, that may be required by law (including any applicable tax treaty) or by reason of administration of such law and which is reasonably requested in writing to be delivered to the Company in order to enable the Company to make any declaration payments on the Purchase Contract, without deduction or similar claim withholding for taxes, or satisfy any certification, information with deduction or other reporting requirement relating to such matterswithholding of a lesser amount, which is required form or imposed document shall be delivered within 60 days of a written request therefor by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such TaxesCompany; (3c) except in the case for or on account of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, salesales, transfer, capital gains, excise, personal property or similar tax, assessment or other governmental charge; (7d) for or on account of any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Purchase Contract; (e) where the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Purchase Contract for payment within 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later; (f) if the Holder is a Tax imposed on a fiduciary, partnership or Person other than the sole Beneficial Owner of that payment, to the extent that such payment to an individual and would be required to be made pursuant to included in income under the Directive or any law implementing or complying withlaws of the relevant taxing jurisdiction, or introduced in order to conform tofor tax purposes, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder beneficiary or beneficial owner who would have been able settler with respect to avoid such Tax by presenting the Note to another paying agent in fiduciary, a member state of the European Union. Such Additional Amounts will also not be payable wheresuch partnership or a Beneficial Owner who, had the beneficial owner of the Note been the Holder of the Notein each case, it would not have been entitled to such Additional Amounts had such beneficiary, settler, partner or Beneficial Owner been the Holder thereof; or (g) any combination of the instances described in the foregoing clauses (a) through (f). Any reference in this Agreement to the delivery of shares of Common Stock or Reference Property (together with payment of cash in lieu of any fractional shares of Common Stock or Common Stock) upon settlement of a Unit or a Purchase Contract or any other amount payable with respect to such Unit or Purchase Contract, shall be deemed to include payment of Additional Amounts by reason of clauses (1) provided for herein to (8) inclusive abovethe extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. Upon request, Each Holder entitled to any Additional Amounts shall cooperate with the Company will provide and the Purchase Contract Agent in providing any information or documentation reasonably requested by the Company or the Purchase Contract Agent to confirm the identity and/or tax status of such Holder and any affected Beneficial Owner (to the extent necessary to establish such Holder’s entitlement to Additional Amounts) and to assist the Company or the Trustee with in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. The Company will furnish to the Purchase Contract Agent an Officers’ Certificate and any other documentation reasonably satisfactory to the Trustee evidencing the payment of any Applicable Taxes so deducted or withheld and the amount of any Additional AmountsAmounts payable thereon. Copies of such documentation will be made available by the Purchase Contract Agent to Holders upon written request to the Holders upon requestPurchase Contract Agent.

Additional Amounts. All payments made by any Issuer or any Guarantor or any successor in interest to any of the Company foregoing (each, a “Payor”) on or with respect to the Notes (whether or not in the form of Definitive Notes) any Guarantee will be made without withholding or deduction for, or on account of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other similar governmental charges of whatever nature charge (collectively, “Taxes”) unless such withholding or deduction is required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of of: (1a) Luxembourg, any jurisdiction (other than the United States, Ireland States or any political subdivision or governmental authority of any thereof or therein having the power to tax, (2) any jurisdiction from or through which payment on the Notes or any Guarantee is mademade by such Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or tax; or (3b) any other jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) in which a Payor that actually makes a payment on the Payor Notes or its Guarantee is organized organized, or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause clauses (1), (2a) and (3b), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall will at any time be required from any payments made with respect to the NotesNotes or any Guarantee, including payments of principal, Redemption Priceredemption price, interest or premium, if any, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes Holders, the Trustee or the Trusteeany Agent, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal will not be less than the amounts which that would have been received in respect of such payments on the Notes or the Guarantees in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect tofor or on account of: (1i) any payments to a Holder Taxes that would not have been so imposed or beneficial owner who is liable levied but for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between the relevant Holder or beneficial owner of the Note (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of, or possessor of power over, the relevant Holder, if such Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by but excluding, in each case, any connection arising solely from the mere acquisition, ownership or holding of such Note or enforcement of rights thereunder Notes or the receipt of payments any payment or exercise of any right in respect thereof; (2ii) any Taxes that are would not have been so imposed or withheld where such withholding or imposition is by reason of the failure of levied if the Holder or beneficial owner of the Note had complied with a request in writing of the Payor (such request being made at a time that would enable such holder acting reasonably to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or that request) to make a declaration of nonresidence or any declaration other claim or similar claim filing or satisfy any certification, identification, information or other reporting requirement relating for exemption from, or reduction in the rate of, withholding to which it is entitled (provided that such mattersdeclaration of nonresidence or other claim, which filing or requirement is required or imposed by a statutethe applicable law, treaty, regulation, protocol, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold all or a part of any such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5iii) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the NotesNotes or any Guarantee; (6iv) any estate, inheritance, gift, salesales, excise, transfer, personal property or similar tax, assessment or other governmental chargeTaxes; (7v) a Tax any Taxes imposed on a payment to an individual and required to be made pursuant to the Directive Luxembourg law dated 23 December, 2005, as amended, introducing a withholding tax on certain interest payments made to Luxembourg resident individuals; (vi) any Taxes payable under Sections 1471 through 1474 of the Code, as of the date of the Offering Memorandum (or any law amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant thereto, and any intergovernmental agreements implementing the foregoing (including any legislation or complying with, or introduced in order other official guidance relating to conform to, such Directiveintergovernmental agreements (“FATCA”); or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state vii) any combination of the European Unionabove. Such Additional Amounts will also not be payable (x) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment (where presentation is required) within 30 days after the relevant payment was first made available for payment to the Holder or (y) where, had the beneficial owner of the Note been the Holder of the NoteHolder, it such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (i) through (vii) inclusive above. The Payor will (1) make any required withholding or deduction and (2) remit the full amount deducted or withheld to (8) inclusive abovethe relevant taxing authority of the Relevant Taxing Jurisdiction in accordance with applicable law. Upon requestThe Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each relevant taxing authority of each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. If, notwithstanding the efforts of such Payor to obtain such receipts, the Company same are not obtainable, such Payor will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amountsother reasonable evidence. Copies of such documentation Such receipts or other evidence will be made available by the Trustee to Holders on written request. If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the Notes, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee and the Paying Agent an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders upon requeston the relevant payment date (unless such obligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date, in which case the Payor shall deliver such Officer’s Certificate and such other information as promptly as practicable after the date that is 30 days prior to the payment date, but no less than five Business Days prior thereto, and otherwise in accordance with the requirements of the Depositary). The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive evidence that such payments are necessary. Wherever in this Indenture, the Notes or any Guarantee there is mention of, in any context: (1) the payment of principal; (2) redemption prices or purchase prices in connection with a redemption or purchase of Notes; (3) interest; or (4) any other amount payable on or with respect to any of the Notes or any Guarantee; such reference shall be deemed to include payment of Additional Amounts as described in this Section 2.15 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor will pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes that arise in any Relevant Taxing Jurisdiction from the execution, delivery, issuance, initial resale, registration or enforcement of any Notes, this Indenture or any other document or instrument in relation thereto (other than a transfer of the Notes), except regarding Luxembourg registration duties (droit d’enregistrement) for any Luxembourg Taxes payable due to a registration, submission or filing by a party of any Notes, this Indenture or any other document or instrument in relation thereto where such registration, submission or filing is or was not required to maintain or preserve the rights of the party under such documents. The foregoing obligations will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or otherwise considered to be a resident for Tax purposes or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments made by the Company on the Notes (whether or not in the form of Definitive Notes) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “"Taxes”") imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premium, if any, the Payor will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; providedPROVIDED, howeverHOWEVER, that no such Additional Amounts will be payable with respect to: (1) any payments to a Holder or beneficial owner who is liable for such Taxes in respect of such Note by reason of the Holder’s 's or beneficial owner’s 's having any present or former connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s 's actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to any European Union Directive (a "Directive") on the Directive taxation of savings implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of, the Company on or any successor to the Company under or with respect to this Indenture and the Notes, including payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), premium, if any, payments of interest and payments of cash and/or deliveries of ADSs or any Ordinary Shares in lieu thereof deliverable upon conversion of the Notes (whether together with payments of cash for any Fractional ADS or not in the form of Definitive Notes) will other consideration), shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”including any penalties and interest related thereto) imposed or levied by or on behalf of (1) Luxembourgwithin the Cayman Islands, the United States, Ireland PRC or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized Company or otherwise considered any successor to be a resident the Company is, for tax purposes, incorporated, organized or resident or doing business or through which payment is made or deemed made (and in each case, any political subdivision or governmental taxing authority thereof or therein having the power to tax therein) (each of clause (1)each, (2) and (3)as applicable, a “Relevant Taxing Jurisdiction”), unless the such withholding or deduction of Taxes is then required by law or by regulation or governmental policy having the force of law. If In the event that any such withholding or deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be is so required from any payments made with respect to any such payments or deliveries, other than any payments or deliveries that are made upon conversion of the Notes, including whether made in cash, ADSs, Ordinary Shares or other consideration, and including, for the avoidance of doubt, any payments of principal, Redemption Price, interest cash for any Fractional ADS or premiumother consideration, the Payor will Company shall pay (together with such payments) to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by the Holders beneficial owners of the Notes or the Trustee, as the case may be, after such withholding or deduction (including and after deducting any such deduction or withholding from such taxes on the Additional Amounts), ) shall equal the amounts which that would have been received in respect of by such payments on the Notes in the absence of beneficial owners had no such withholding or deductiondeduction been required; provided, however, provided that no such Additional Amounts will shall be payable with respect topayable: (i) for or on account of: (A) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) any payments to a Holder or beneficial owner who is liable for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between the Relevant Taxing Jurisdiction (including being a citizen relevant Holder or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, beneficial owner of such Note and the Relevant Taxing Jurisdiction) , other than by the mere merely acquiring or holding such Note, receiving cash and/or ADSs or Ordinary Shares in lieu thereof (together with payments of cash for any Fractional ADSs or other consideration) due upon conversion of such Note or enforcement of rights thereunder or the receipt of payments of the enforcement of rights thereunder, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in respect thereofa trade or business therein or having or having had a permanent establishment therein; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity presentation of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, Note (in cases in which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant later of the date on which the payment is first made available for payment of the principal of (including the Redemption Price, the Repurchase Price and Fundamental Change Repurchase Price, if applicable) or interest became due and payable pursuant to the Holder (except to the extent that terms thereof or was made or duly provided for, unless the Holder would have been entitled to such Additional Amounts had the such Note been presented during on the last day of such 30 30-day period; (3) the failure of the Holder or beneficial owner to comply with a timely request from the Company or any successor of the Company, addressed in writing to the Holder, to the extent such Holder or beneficial owner is legally entitled, to provide certification, information, documents or other evidence concerning such ▇▇▇▇▇▇’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable; or (4) the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Taxing Jurisdiction, unless such Note could not have been presented for payment elsewhere; (B) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge (other than any value added taxes imposed by the PRC or any political subdivision thereof if the Company was to be deemed a PRC tax resident); (5C) any Taxes tax, duty, assessment or other governmental charge that are is payable otherwise than by withholding or deduction from a payments under or with respect to the Notes; (D) any tax, duty, assessment or other governmental charge that is imposed in connection with any payments or deliveries that are made upon conversion of the Notes, whether made in cash, ADSs, Ordinary Shares or other consideration, and including, for the avoidance of doubt, any payments of cash for any Fractional ADS or other consideration; (E) any tax, assessment, withholding or deduction required by Sections 1471 through 1474 of the Code (or any amended or successor version of such sections that is substantively comparable and not materially more onerous to comply with) (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law, regulation or other official guidance enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or (F) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B), (C), (D) or (E); or (ii) with respect to any payment of the principal of (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) or interest on such Note, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. (b) If the Company becomes obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Company shall deliver to the Trustee and the Paying Agent, if other than the Trustee, on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company shall notify the Trustee and the Paying Agent promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable; provided that no such Officers’ Certificate will be required prior to any date of payment of principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant Notes if there has been no change with respect to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent matters set forth in a member state of prior Officers’ Certificate. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the European Union. Such Paying Agent to pay Additional Amounts will also not to Holders on the relevant payment date. The Trustee and the Paying Agent (if other than the Trustee) shall be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) inclusive aboverely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. Upon request, the The Company will provide the Trustee and the Paying Agent (if other than the Trustee) with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available . (c) Any reference in this Indenture or the Notes in any context to the Holders upon requestpayment of principal of (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable), premium, if any, and interest (including any Additional Interest) on any Note or any other amount payable with respect to such Note, shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable with respect to that amount pursuant to this Section 4.07. (d) Notwithstanding any other provisions to the contrary, the Company, the Trustee and the Paying Agent shall be entitled to make any withholding or deduction pursuant to FATCA. (e) If the Company or its successor is required to make any deductions or withholding from any payments or deliveries with respect to the Notes, it will deliver to the Trustee and the Paying Agent, if other than the Trustee, official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so deducted or withheld or, if official receipts are not obtainable, an Officers’ Certificate and any other relevant documentation evidencing the payment of any applicable taxes so deducted or withheld.

Additional Amounts. (a) All payments made by the Company on or any Subsidiary Guarantor under or with respect to the Notes (whether or not in the form of Definitive Notes) any Subsidiary Guarantee will be made free and clear of and without withholding or deduction for, for or on account of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of whatever nature (collectively, “Taxes”) charge imposed or levied by or on behalf of any Canadian Taxing Authority (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the withholding Company or deduction of any Subsidiary Guarantor is required to withhold or deduct Taxes is then required by lawlaw or by the interpretation or administration thereof. If the Company or any deduction Subsidiary Guarantor is so required to withhold or withholding for, deduct any amount of interest for or on account of, any of Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments payment made under or with respect to the Notes, including payments of principal, Redemption Price, interest Notes or premiumany Subsidiary Guarantee, the Payor will pay (together with Company or such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the TrusteeSubsidiary Guarantor, as the case may be, will pay such additional amounts of interest ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal will not be less than the amounts which amount the Holder would have received if such Taxes had not been received in respect of such payments on the Notes in the absence of such withholding withheld or deductiondeducted; provided, however, provided that no such Additional Amounts will be payable with respect to: (1) any payments to a payment made to a Holder (an "Excluded Holder") (i) with which the Company or beneficial owner who such Subsidiary Guarantor does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is liable for subject to such Taxes in respect of such Note by reason of the Holder’s any connection between such Holder and Canada or beneficial owner’s having any present province or former connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) territory thereof other than by the mere holding of such Note or enforcement of rights thereunder Notes or the receipt of payments in respect thereof; thereunder, (2iii) any Taxes that are imposed or withheld where such withholding or imposition is by reason which failed to duly and timely comply with a timely request of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor Company to provide information information, documents, certification or other evidence concerning the such Holder's nationality, residence residence, entitlement to treaty benefits, identity or identity of such Holder connection with Canada or beneficial owner any political subdivision or to make any declaration or similar claim or satisfy any certificationauthority thereof, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere if and except to the extent that due and timely compliance with such request would have resulted in the reduction or elimination of any taxes as to which Additional Amounts would have otherwise been payable to such Holder of Notes but for this clause (iii), (iv) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been entitled to Additional Amounts payable had the Notes been presented elsewherebeneficiary, partner or beneficial owner owned the Note directly (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); , or (4v) any Note presented for payment combination of the foregoing numbered clauses of this proviso. The Company or such Subsidiary Guarantor, as the case may be, shall also (where presentation is requiredi) more than make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company or such Subsidiary Guarantor, as the case may be, shall furnish to the Holders of the Notes, within 30 days after the relevant date the payment of any Taxes is first made available for due pursuant to applicable law, certified copies of tax receipts evidencing such payment to by the Company or such Subsidiary Guarantor, as the case may be. The Company or such Subsidiary Guarantor, as the case may be, will indemnify and hold harmless each Holder (except to other than all Excluded Holders) for the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); amount of (5i) any Taxes not withheld or deducted by the Company or such Subsidiary Guarantor and levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes or the Subsidiary Guarantees, (ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes imposed with respect to any reimbursement under clauses (i) or (ii) above. (b) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company or any Subsidiary Guarantor is aware that are it will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable otherwise than by withholding from a and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of, (and premium, if any), or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing other amount payable under or complying with, or introduced in order with respect to conform toany Note, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able mention shall be deemed to avoid such Tax by presenting the Note to another paying agent in a member state include mention of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory provided for in this Section 4.16 to the Trustee evidencing the payment of extent that, in such context, Additional Amounts. Copies of such documentation will Amounts are, were or would be made available to the Holders upon requestpayable in respect thereof.

Additional Amounts. All (a) The Company will make all payments made by the Company on the Notes of cash or deliveries of ADSs or Reference Property (whether upon conversion, repurchase, redemption, maturity or not in otherwise) on account of the form of Definitive Notes) will be made Securities without withholding or deduction for, or deducting on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge in the nature of whatever nature a tax (collectivelyincluding, without limitation, penalties, interest and additions to tax) (a “TaxesTax”) imposed or levied by or on behalf of the government of any jurisdiction in which the Company, or any entity that assumes the Company’s rights and obligations under the Securities (1a “Surviving Person”) Luxembourgis or is deemed to be organized, the United States, Ireland resident or doing business for tax purposes (or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental taxing authority thereof or therein having the power to tax or therein) (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3)each, a “Relevant Taxing Jurisdiction”), unless the such withholding or deduction of Taxes is then required by law, rule, regulation or governmental policy having the force of law. If any such withholding or deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premiumis required, the Payor will Company or the Surviving Person, as the case may be, shall make such withholding or deduction and pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts received in respect amount of such payments by the Holders of Notes cash, ADSs or the TrusteeReference Property, as applicable, received by each Holder of Securities after the case may be, after such withholding or deduction (including any such deduction or withholding from such with respect to Additional Amounts)) will not be less than the amount of cash, equal ADSs or Reference Property, as applicable, the amounts which Holder would have received if the Relevant Jurisdiction Taxes had not been received in respect of such payments on withheld or deducted. Notwithstanding the Notes in the absence of such withholding or deduction; providedforegoing, however, that no such Additional Amounts will be payable with respect topayable: (1i) for or on account of any payments to a Taxes imposed by reason of the failure of the relevant Holder or beneficial owner who of Securities to comply with a timely request from the Company or a Surviving Person to provide certification, information, documents or other evidence concerning such Holder’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that such Holder is liable for legally eligible to comply with such Taxes in respect of request and such Note certification, information, documents or other evidence is required by reason statute, treaty, regulation or administrative practice of the Holder’s Relevant Jurisdiction in order to reduce or beneficial owner’s having eliminate any withholding or deduction; (ii) for or on account of any Taxes that would not have been imposed but for the existence of any present or former connection with between the Relevant Taxing Jurisdiction relevant Holder or beneficial owner of Securities (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) and the taxing jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by but excluding, in each case, any connection arising solely from the mere acquisition, ownership or holding of such Note Security or the enforcement of any rights thereunder in respect of such Security or the receipt of payments any payment in respect thereof; (2iii) for or on account of any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationalityestate, residence or identity of such Holder or beneficial owner or to make any declaration inheritance, gift, sales, transfer, excise, personal property or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such TaxesTax; (3iv) except in for or on account of any Taxes payable other than by deduction or withholding from payments under, or with respect to, the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere)Securities; (4v) any Note presented for payment on account of a presentation of such Security (where in cases in which presentation is required) more than 30 days after the relevant payment is first made available for payment to later of the Holder (except to date on which the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premiumand interest on, if anysuch Security, or interest on the Notesdelivery of ADSs or other Reference Property upon conversion of such Security, became due and payable pursuant to the terms thereof or was duly provided for; (6vi) for or on account of any estateTaxes required by sections 1471 through 1474 of the United States Internal Revenue Code of 1986, inheritanceas amended (or any amended or successor version of such sections) (“FATCA”), giftany current or future U.S. Treasury Regulations or rulings promulgated thereunder, saleany law, transfer, personal property or similar tax, assessment regulation or other governmental chargeofficial guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law, regulation or other official guidance enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; (7vii) a Tax imposed for or on a payment to an individual and account of any withholding or deduction that is required to be made pursuant to the European Council Directive 2003/48/EC or any law other Directive implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed viii) any combination of clauses (i) through (vii) above, (the “Excluded Taxes”). (b) The Company will remit the full amount deducted or withheld to the relevant authority in connection accordance with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Unionapplicable law. Such Additional Amounts will also not be payable wherepaid in the same manner as the payments or deliveries being made on the applicable Interest Payment Date, had on the beneficial owner Maturity Date, on a Conversion Date or on any Fundamental Change Repurchase Date. The Company shall provide written notice to the Holders (with a copy to the Trustee) of the Note been commencement of any period which Additional Amounts shall accrue. Whenever in this Indenture there is mentioned, in any context, the Holder payment of principal amount and interest or any other amount payable under, or with respect to, any Security, including the payment of cash and/or the delivery of ADSs or Reference Property, such mention shall be deemed to include mention of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses provided for in this Section 4.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (1c) to (8) inclusive above. Upon request, the Company will provide Neither the Trustee nor any Securities Agent shall have any duties or obligations with documentation satisfactory respect to the Trustee evidencing determination of whether Additional Amounts are payable or the payment calculation of Additional Amounts. Copies of such documentation will be made available . (d) Anything in this Indenture to the Holders upon requestcontrary notwithstanding, the covenants and provisions of this Section 4.07 shall survive any termination or discharge of this Indenture, and the repayment of all or any of the Securities, and shall remain in full force and effect.]

Additional Amounts. All payments made by the Company on the Notes ------------------ (whether or not in the form of Definitive Notes) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “"Taxes”") imposed or levied by or on behalf of (1) Luxembourg, Germany or any jurisdiction in which the United States, Ireland Company or any Surviving Entity is organized or is otherwise resident for tax purposes or any political subdivision or governmental authority of any thereof or therein any authority having power to tax, (2) tax therein or any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax made (each of clause (1), (2) and (3), a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction Jurisdiction, shall at any time be required from on any payments made by the Company with respect to the Notes, including payments of principal, Redemption Priceredemption price, interest or premium, the Payor Company will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, equal the respective amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, except that no such Additional Amounts will be payable with respect to: (1a) any payments to on a Note held by or on behalf of a Holder or beneficial owner who is liable for such Taxes in respect of such Note by reason of the Holder’s Holder or beneficial owner’s owner having any present or former some connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2b) any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor Company to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such mattersrequirement, which is required or imposed by a statute, treaty, regulation, protocol, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3c) except in the case of the winding up of the PayorCompany, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere);Jurisdiction; or (4d) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European UnionHolder. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it he would not have been entitled to payment of Additional Amounts by reason of clauses (1a) to (8) d) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. All payments made by the Company Payor on the Notes (whether or not in the form of Definitive Notes) any Guarantor with respect to its Guarantee will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, any jurisdiction in which the United States, Ireland Payor or any Guarantor or successor Guarantor is organized or otherwise considered resident for tax purposes or any political subdivision or governmental authority of any thereof or therein having power to tax, or (2) any jurisdiction from or through which payment on the Notes or any of the Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (32), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the NotesNotes or the Guarantees, including including, without limitation, payments of principal, Redemption Price, interest or premium, if any, the Payor or the relevant Guarantor, as applicable, will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to: (1) any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction upon any payments to a Holder or beneficial owner Beneficial Owner who is liable for such Taxes in respect of such Note the Notes by reason of the Holder (or a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant Holder’s , if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or beneficial owner’s corporation) or Beneficial Owner having any present or former connection with the such Relevant Taxing Jurisdiction (including including, without limitation, being resident for tax purposes, being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the such Relevant Taxing Jurisdiction) other than by a connection arising from the mere acquisition, ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereofof the Notes or with respect to any Guarantee; (2) any Taxes that are would not have been imposed or withheld where such withholding or imposition is by reason of the failure of if the Holder or beneficial owner Beneficial Owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the applicable Relevant Taxing Jurisdiction as a precondition to exemption from all the requirement to deduct or part withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of such Taxesnon-residence or other claim or filing for exemption is required under the applicable law of the applicable Relevant Taxing Jurisdiction, the relevant Holder or Beneficial Owner at that time has been notified in writing by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest interest, if any, on the NotesNotes or with respect to any Guarantee; (6) any estate, inheritance, gift, salesales, excise, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner Beneficial Owner who would have been able to avoid such Tax by presenting the relevant Note to to, or otherwise accept payment from, another paying agent in a member state of the European Union; (8) any Taxes imposed, deducted or withheld pursuant to Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, in each case, as of the Issue Date (and any amended or successor version that is substantively comparable); any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing an intergovernmental agreement relating thereto; or any treaty, law, regulation or other official guidance enacted in any other jurisdiction, facilitating implementation thereof; (9) all United States backup withholding taxes; (10) any Tax deducted, withheld or imposed in connection with the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021), as amended from time to time; or (11) any combination of clauses (1) through (10) above. Such Additional Amounts will also not be payable where, had the beneficial owner Beneficial Owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) 11) inclusive above. Upon request, the Company Issuer will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. All payments made by the Company Payor on the Notes (whether or not in the form of Definitive Notes) any Guarantor with respect to its Guarantee will be made without withholding or deduction for, or on account -account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, any jurisdiction in which the United States, Ireland Payor or any Guarantor or successor Guarantor is organized or otherwise considered resident for tax purposes or any political subdivision or governmental authority of any thereof or therein having power to tax, or (2) any jurisdiction from or through which payment on the Notes or any of the Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (32), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the NotesNotes or the Guarantees, including including, without limitation, payments of principal, Redemption Price, interest or premium, if any, the Payor or the relevant Guarantor, as applicable, will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to: (1) withholding or deduction imposed or levied by or on behalf of a Relevant Taxing Jurisdiction upon any payments to a Holder or beneficial owner who is liable for such Taxes in respect of such Note the Notes by reason of the Holder (or a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant Holder’s , if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) or beneficial owner’s owner having any present or former connection with the such Relevant Taxing Jurisdiction (including including, without limitation, being resident for tax purposes, being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the such Relevant Taxing Jurisdiction) other than by a connection arising from the mere acquisition, ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereofof the Notes or with respect to any Guarantee; (2) any Taxes that are would not have been imposed or withheld where such withholding or imposition is by reason of the failure of if the Holder or beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the applicable Relevant Taxing Jurisdiction as a precondition to exemption from all the requirement to deduct or part withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of such Taxesnon-residence or other claim or filing for exemption is required under the applicable law of the applicable Relevant Taxing Jurisdiction, the relevant Holder or beneficial owner at that time has been notified in writing by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest interest, if any, on the NotesNotes or with respect to any Guarantee; (6) any estate, inheritance, gift, salesales, excise, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to to, or otherwise accept payment from, another paying agent in a member state of the European Union; (8) any Taxes imposed, deducted or withheld pursuant to section 1471(b) of the Code or otherwise imposed pursuant to sections 1471 through 1474 of the Code, in each case, as of the Issue Date (and any amended or successor version that is substantively comparable), any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing an intergovernmental agreement relating thereto; or (9) any combination of clauses (1) through (8) above. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) 9) inclusive above. Upon request, the Company Issuer will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of, the Company on or any successor to the Company under or with respect to this Indenture and the Notes, including payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), premium, if any, payments of interest and payments of cash and/or deliveries of ADSs or any Ordinary Shares deliverable upon conversion of the Notes in lieu of such ADSs at a Holder’s election (whether together with payments of cash for any Fractional ADS or not Ordinary Shares deliverable upon conversion of Notes in the form lieu of Definitive Notessuch ADSs or other consideration) will upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”including any penalties and interest related thereto) imposed or levied by or on behalf of (1) Luxembourgwithin the Cayman Islands, the United States, Ireland PRC or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized Company or otherwise considered any successor to be a resident the Company are, for tax purposes, incorporated, organized or any political subdivision resident or governmental authority thereof or therein having the power to tax doing business (each of clause (1)each, (2) and (3)as applicable, a “Relevant Taxing Jurisdiction”)) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein) unless the such withholding or deduction of Taxes is then required by law or by regulation or governmental policy having the force of law. If In the event that any such withholding or deduction is so required, the Company or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect successor to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will Company shall pay (together with such payments) to each Holder such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payments by the Holders beneficial owners of the Notes or the Trustee, as the case may be, after such withholding or deduction (including and after deducting any such deduction or withholding from such taxes on the Additional Amounts), ) shall equal the amounts which that would have been received in respect of by such payments on the Notes in the absence of beneficial owners had no such withholding or deductiondeduction been required; provided, however, provided that no such Additional Amounts will shall be payable with respect topayable: (i) for or on account of: (A) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) any payments to a Holder or beneficial owner who is liable for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between the Relevant Taxing Jurisdiction (including being a citizen relevant Holder or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding beneficial owner of such Note and the Relevant Jurisdiction, other than merely acquiring or enforcement holding such Note, receiving cash and/or ADSs or Ordinary Shares in lieu thereof (together with payments of rights thereunder cash for any Fractional ADSs or other consideration) due upon conversion of such Note or the receipt of payments of the enforcement of rights thereunder, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in respect thereofa trade or business therein or having or having had a permanent establishment therein; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity presentation of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, Note (in cases in which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant later of the date on which the payment is first made available of the principal of (including the Redemption Price, the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and interest on, such Note or the payment of cash and/or the delivery of ADSs or Ordinary Shares in lieu thereof (together with payment of cash for payment any Fractional ADS or other consideration) upon conversion of such Note became due and payable pursuant to the Holder (except to the extent that terms thereof or was made or duly provided for, unless the Holder would have been entitled to such Additional Amounts had on any day on or before the Note been presented during such 30 last day of the 30-day period); (53) any Taxes that are payable otherwise than by withholding from a payment the failure of the principal ofHolder or beneficial owner to comply with a timely request from the Company or any successor of the Company, premiumaddressed in writing to the Holder, to the extent such Holder or beneficial owner is legally entitled, to provide certification, information, documents or other evidence concerning such ▇▇▇▇▇▇’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if anyand to the extent that due and timely compliance with such request is required by statute, regulation or interest on administrative practice of the NotesRelevant Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable; or (4) the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (6B) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; (7C) a Tax imposed on a payment to an individual and required to be made pursuant any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments or deliveries under or with respect to the Directive Notes; (D) any tax, assessment, withholding or deduction required by Sections 1471 through1474 of the Code (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law implementing or complying withenacted by such other jurisdiction to give effect to such agreement, or introduced in order to conform to, such Directiveany agreement with the U.S. Internal Revenue Service under FATCA; or (8) E) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B), (C) or (D); or (ii) with respect to any payment of the principal of (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable), and interest on, such Note or the payment of cash and/or delivery of ADSs or Ordinary Shares in lieu thereof (together with payment of cash for any Fractional ADS or other consideration) upon conversion of such Note to a Tax imposed Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in connection with a Note presented the income under the laws of the Relevant Jurisdiction, for payment by or on behalf tax purposes, of a Holder beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. (b) If the Company or its successor becomes obligated to pay Additional Amounts with respect to any payment or delivery under or with respect to the Notes, the Company or its successor shall deliver to the Trustee and the Paying Agent, if other than the Trustee, on a date that is at least 10 Business Days prior to the date of that payment or delivery (unless the obligation to pay Additional Amounts arises after the 10th Business Day prior to that payment or delivery date, in which case the Company or its successor shall notify the Trustee and the Paying Agent promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable; provided that no such Officers’ Certificate will be required prior to any date of payment of principal of, premium, if any, or interest on the Notes if there has been no change with respect to the matters set forth in a prior Officers’ Certificate. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agent or the Conversion Agent, as the case may be, to pay Additional Amounts to Holders on the relevant payment or delivery date. The Trustee, the Conversion Agent and the Paying Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. (c) Any reference in this Indenture or the Notes in any context to the payment of cash and/or the delivery of ADSs or Ordinary Shares in lieu thereof (together with payment of cash for any Fractional ADS or other consideration) upon conversion of any Note or the payment of principal of (including the Redemption Price, the Repurchase Price and Fundamental Change Repurchase Price, if applicable), premium, if any, and interest (including any Additional Interest) on any Note or any other amount payable with respect to such Note, shall be deemed to include payment of Additional Amounts by reason of clauses to the extent that, in such context, Additional Amounts are, were or would be payable with respect to that amount pursuant to this Section 4.07. (1d) to (8) inclusive above. Upon requestNotwithstanding any other provisions, the Company will provide or its successor, the Trustee and the Paying Agent shall be entitled to make any withholding or deduction pursuant to FATCA. (e) If the Company or its successor is required to make any deductions or withholding from any payments or deliveries with documentation satisfactory respect to the Notes, it will deliver to the Trustee and the Paying Agent, if other than the Trustee, official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted or, if official receipts are not obtainable, an Officers’ Certificate and any other relevant documentation evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon requestany applicable taxes so deducted or withheld.

Additional Amounts. (a) All payments made by by, or on behalf of, the Company on Partnership or any successor under or with respect to the Notes (whether including payment of the principal of, or not in the form of Definitive NotesRedemption Price or Fundamental Change Repurchase Price for, or any premium or interest (including Additional Interest) on any Note) will be made without withholding or deduction for, or on account of, any present or future taxesTaxes, duties, assessments unless such withholding or deduction is required by law or regulation or by governmental charges policy having the force of whatever nature (collectively, “Taxes”) law. If any Taxes imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland Cayman Islands or any other jurisdiction or any political subdivision or governmental taxing authority of any thereof or therein having power to tax(in each case, other than (2x) any jurisdiction from or through which payment on the Notes is made, United States or any political subdivision or governmental taxing authority thereof or therein having the power to tax or and (3y) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, Canada or any political subdivision or governmental taxing authority thereof or therein having therein) in which the power Partnership or any Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed to tax be made (each of clause (1)such jurisdiction, (2) and (3)subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”), unless the withholding ) are required to be withheld or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required deducted from any payments made under or with respect to the Notes, including other than any payments that are made upon exchange of principalthe Notes, Redemption Pricewhether made in Common Stock, interest cash, cash and Common Stock or premiumother consideration, then, subject to Section 16.01(c)(ii), the Payor Partnership or such Successor Company, as applicable, will pay (together with such payments) to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect by the Holder of such payments by the Holders of Notes or the Trustee, as the case may be, Note after such withholding or deduction (including and after withholding or deducting any such deduction or withholding from such Taxes on the Additional Amounts), ) will equal the amounts which that would have been received in respect of by such payments on the Notes in the absence of Holder had no such withholding or deductiondeduction been required; provided, however, that no such obligation to pay Additional Amounts will be payable with respect not apply to: (1i) any payments to a Tax that would not have been imposed but for: (A) the existence of any present or former connection between the Holder or beneficial owner who is liable for such Taxes in respect of such Note by reason and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note or the receipt or enforcement of rights thereunder), including such Holder or beneficial owner being or having been a national, domiciliary or resident, or treated as a resident, of, or being or having been physically present or engaged in a trade or business, or having had a permanent establishment, in, such Relevant Taxing Jurisdiction; (B) in cases where presentation of such Note is required to receive such payment, the presentation of such Note after a period of 30 days after the later of (x) the date on which such payment became due and payable pursuant to the terms of this Indenture and (y) the date such payment was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment at the end of such 30 day period; or (C) the failure of such Holder or beneficial owner to comply with a timely written request from the Partnership or the Successor Company, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s having any present nationality, residence, identity or former connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the such Relevant Taxing Jurisdiction; or (y) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which in each case if and to the extent that such Holder or beneficial owner is legally entitled without material burden to comply with such request and due and timely compliance with such request is required or imposed by a statute, treaty, regulation, protocol, regulation or administrative practice of the such Relevant Taxing Jurisdiction as a precondition in order to exemption from all reduce or part of eliminate such Taxeswithholding or deduction; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental chargeTax; (7iii) a Tax imposed on a payment to an individual and required to be made pursuant any tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the Directive Notes; (iv) any withholding or deduction required by (x) FATCA; (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law implementing enacted by such other jurisdiction to give effect to such agreement; or complying with, or introduced in order (z) any agreement with the U.S. Internal Revenue Service pursuant to conform to, such Directive; orSection 1471(b)(1) of the Internal Revenue Code; (8) a Tax v) any taxes imposed in connection on or with a Note presented for respect to any payment by the Partnership to such Holder if such Holder is a fiduciary, partnership or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting person other than the Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the sole beneficial owner of such payment, to the Note been extent that such payment would be required, under the Holder laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the Noteincome of a beneficiary or settlor with respect to such fiduciary, it a partner or member of such partnership, or a beneficial owner, who would not have been entitled to payment of such Additional Amounts by reason had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) any tax, duty, assessment or other governmental charge that is imposed in connection with any payments that are made upon exchange of the Notes, whether made in Common Stock, cash, cash and Common Stock or other consideration, and including, for the avoidance of doubt, any payments of cash for any fractional shares or other consideration; or (vii) any combination of items referred to in the preceding clauses (1i) through (vi), inclusive, above. (b) For the avoidance of doubt, if any Note is called for a Tax Redemption and the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, then the Partnership’s obligation to pay Additional Amounts will apply to the interest payment due on such Note on such Interest Payment Date unless such Note is subject to a Tax Redemption Opt-Out Election Notice. (8) inclusive above. Upon requestc) If the Partnership or any Successor Company is required to make any deduction or withholding from any payments with respect to the Notes, then (i) the Partnership or such Successor Company will provide the Trustee with documentation satisfactory deliver to the Trustee official tax receipts (or, if, after expending commercially reasonable efforts, the Partnership is unable to obtain such receipts, an Officer’s Certificate evidencing the payment of any applicable taxes so deducted or withheld) evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted; and (ii) the Partnership will make copies of these receipts or evidence, as applicable, available to any Holder or beneficial owner of any Notes upon request. (d) All references in this Indenture or the Notes to any payment on the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any premium or interest (including any Additional Interest) on any Note) will, to the extent that Additional Amounts are payable in respect thereof, be deemed to include the payment of such Additional Amounts. Copies Neither the Trustee nor the Paying Agent shall have any obligation to determine whether any Additional Amounts are payable or the amount of such documentation will be made available to Additional Amounts. (e) The obligations set forth in this Section 4.10 shall survive any transfer of Notes by a Holder (or, in the Holders upon requestcase of a Global Note, a holder of a beneficial interest therein).

Additional Amounts. This Section 3 shall apply only in the event that NTL Incorporated or NTL Communications becomes, or a successor to NTL Incorporated or NTL Communications, as the case may be, is, a corporation organized or existing under the laws of the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands. All payments made by NTL Incorporated or NTL Communications, as the Company case may be, on the Notes (whether or not in the form of Definitive Notes) will this Note shall be made without withholding or deduction for, for or on account of, any and all present or future taxes, duties, assessments, or governmental charges of whatever nature unless the deduction or withholding of such taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, for or on account of, any Taxes of any Relevant Taxing Jurisdiction present or future taxes, assessments or other governmental charges of the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) shall at any time be required from in respect of any payments made with respect amounts to the Notesbe paid by NTL Incorporated or NTL Communications under this Note, including payments of principal, Redemption Price, interest NTL Incorporated or premium, the Payor will NTL Communications shall pay (together with such payments) or cause to be paid such additional amounts (the “Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary in order that the net amounts received in respect by a Holder of such payments by the Holders of Notes or the Trustee, as the case may be, this Note after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal shall be not less than the amounts specified in this Note to which would have been received in respect the Holder of such payments on the Notes in the absence of such withholding or deductionthis Note is entitled; provided, however, that no such neither NTL Incorporated nor NTL Communications shall be required to make any payment of Additional Amounts will be payable with respect tofor or on account of: (1a) any payments tax, assessment or other governmental charge to a Holder the extent such tax, assessment or beneficial owner who is liable for such Taxes in respect other governmental charge would not have been imposed but for: (i) the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, nominee, trust, partnership or corporation), other than the Relevant Taxing Jurisdiction holding of this Note or the receipt of amounts payable in respect of this Note, and the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (including or any political subdivision or taxing authority thereof or therein) including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or national of, being or carrying on a having been present or engaged in trade or business therein or maintaining having or having had a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof;therein; or (2ii) any Taxes that are imposed or withheld where such withholding or imposition is by reason the presentation of the failure of the Holder or beneficial owner of the this Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in for payment on a date more than 30 days after the Relevant Taxing Jurisdiction (unless by reason of date on which such payment became due and payable or the Payor’s actionsdate on which payment thereof is duly provided for, presentment could not have been made elsewhere and whichever occurs later, except to the extent that the Holder would have been entitled to Additional Amounts had the Notes this Note been presented elsewhere)on the last day of such period of 30 days; (4b) any Note presented for payment (where presentation tax, assessment or other governmental charge that is required) more than 30 days after imposed or withheld by reason of the relevant payment is first made available for payment failure to comply by the Holder (except of this Note or, if different, the beneficial owner of the interest payable on this Note, with a timely request of NTL Incorporated or NTL Communications addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the extent that nationality, residence, identity or connection with the taxing jurisdiction of such Holder would have been entitled or beneficial owner which is required or imposed by a statute, regulation or administrative practice of the taxing jurisdiction as a precondition to Additional Amounts had the Note been presented during exemption from all or part of such 30 day period)tax, assessment or governmental charge; (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6c) any estate, inheritance, gift, salesales, transfer, personal property or similar tax, assessment or other governmental charge; (7d) any tax, assessment or other governmental charge which is collectible otherwise than by withholding from payments of principal amount, redemption amount, Change of Control Payment or interest with respect to a Tax Note or withholding from the proceeds of a sale or exchange of a Note; (e) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal amount, redemption amount, Change of Control Payment or interest with respect to a Note, if such payment can be made, and is in fact made, without such withholding by any other Paying Agent located inside the United States; (f) any tax, assessment or other governmental charge imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Union. Such Additional Amounts will also that is not be payable where, had the beneficial owner of a Note to the Note been extent that the Holder of the Note, it beneficial owner would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of any such Additional Amounts. Copies Amounts had the beneficial owner directly held the Note; (g) any combination of items (a), (b), (c), (d), (e) and (f) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, this Note to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such documentation will be made available payment to the Holders upon requestextent that a beneficiary or settlor would not have been entitled to any Additional Amounts had such beneficiary or settlor been the Holder of this Note. All references to principal amount or interest on the Notes in the Indenture or the Notes shall include any Additional Amounts payable to the Issuers pursuant to this Section 3.

Additional Amounts. (a) All payments made by the Company on Issuer under or with respect to the Notes (whether or not in the form of Definitive Registered Notes) or any of the Guarantors on its Guarantee will be made free of and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) taxes imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor (1) Luxembourgincluding any successor entity), the United Statesis then incorporated, Ireland engaged in business or resident for tax purposes or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) or any jurisdiction from by or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or made (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3)each, a “"Relevant Taxing Jurisdiction”"), unless the withholding or deduction of Taxes such taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes taxes of any Relevant Taxing Jurisdiction shall at any time is required to be required made from any payments made by the Issuer under or with respect to the NotesNotes or any of the Guarantors with respect to any Guarantee, including payments of principal, Redemption Priceredemption price, purchase price, interest or premium, the Payor Issuer or the relevant Guarantor, as applicable, will pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, each holder (including Additional Amounts) after such withholding or deduction (including any such withholding, deduction or withholding from such Additional Amounts), imposition will equal the respective amounts which would have been received in respect of such payments on the Notes in the absence of such withholding required withholding, deduction or deductionimposition; provided, however, that no such Additional Amounts will be payable with respect to: (1) any payments to on a Holder or beneficial owner who is liable for such Taxes Note in respect of such Note by reason taxes which would not have been imposed but for the holder or the beneficial owner of the Holder’s or beneficial owner’s having any present or former connection with the Relevant Taxing Jurisdiction (including Notes being a citizen or resident or national of, incorporated in or carrying on a business or maintaining a permanent establishment inbusiness, or being physically present in, in the Relevant Taxing Jurisdiction) Jurisdiction (other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereofthereof or any other connection with respect to the Notes); (2) any Taxes taxes that are imposed or withheld where such withholding or imposition is by reason as a result of the failure of the Holder holder of the Note or beneficial owner of the Note Notes to comply with any reasonable and timely request request, made to that holder at least 90 days before any such withholding or deduction would be payable, by the Payor Issuer or any of the Guarantors to provide timely or accurate information concerning the nationality, residence or identity of such Holder holder or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such mattersrequirement, which is required or imposed by a statute, treaty, regulation, protocol, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxestaxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder holder (except to the extent that the Holder holder would have been entitled to Additional Amounts had the Note been presented during on the last day of such 30 day period); (54) any Taxes that are tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes; (5) any taxes imposed on or with respect to any payment to a holder that is a fiduciary or partnership or Person other than the sole beneficial owner of such payment to the extent that the taxes would not have been imposed on such payment had such holder been the sole beneficial owner of the principal of, premium, if any, or interest on the such Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment tax or other governmental chargeassessment; (7) a Tax any withholding or deduction imposed on a payment to an individual and which is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the Directive conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or; (8) a Tax imposed in connection with a any Note presented for payment by or on behalf of a Holder or beneficial owner of Notes who would have been able to avoid such Tax withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner ; or (9) any combination of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses items (1) to through (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. All payments made by the Company on in respect of the Notes (whether or not in including payments by the form of Definitive NotesGuarantor under the Guarantee) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectivelynature, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland States or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental taxing authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”)therein, unless the such withholding or deduction of Taxes is then required by law. If any such withholding or deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be is required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premiumby law, the Payor Issuer or (as the case may be) the Guarantor will pay to a Noteholder who is not a United States person (together with such paymentsas defined below) such additional amounts (the “Additional Amounts”) as may be are necessary in order that the net amounts received in respect payment of the principal of, and premium, if any, and interest on, the Notes to such payments by the Holders of Notes or the Trustee, as the case may beNoteholder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal will not be less than the amounts which would have been received amount provided in respect of such payments on the Notes in the absence of such withholding or deductionto be then due and payable; provided, however, that no such the foregoing obligation to pay Additional Amounts will be payable with respect toshall not apply: (1) to any payments to tax, assessment or other governmental charge that would not have been imposed but for the holder, or a Holder fiduciary, settlor, beneficiary, member or beneficial owner who is liable for such Taxes in respect of such Note by reason shareholder of the Holder’s holder if the holder is an estate, trust, partnership or beneficial owner’s corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (a) being or having any present been engaged in a trade or business in Luxembourg or (as the case may be) the United States or having or having had a permanent establishment in Luxembourg or (as the case may be) the United States or having or having had a qualified business unit which has the United States dollar as its functional currency; (b) having a current or former connection with Luxembourg or (as the Relevant Taxing Jurisdiction case may be) the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment or the enforcement of any rights thereunder) or being considered as having such relationship, including being or having been a citizen or resident of Luxembourg or national of(as the case may be) the United States; (c) being or having been a personal holding company, a passive foreign investment company or carrying on a business controlled foreign corporation with respect to the United States or maintaining a permanent establishment inforeign personal holding company that has accumulated earnings to avoid U.S. federal income tax; (d) being or having been a “10-percent shareholder” of the Guarantor, or being physically present inas defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the Relevant Taxing Jurisdiction“Code”) other than by and the mere holding of such Note or enforcement of rights Treasury regulations thereunder or any successor provision; or (e) being a bank described in section 881(c)(3)(A) of the receipt of payments in respect thereofCode; (2) to any Taxes holder that are is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of any Additional Amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would not have been imposed or withheld where such withholding or imposition is by reason of but for the failure of the Holder holder or any other person to comply (in the case of any compliance relating to Luxembourg, following a reasonable written request for such compliance from the Issuer) with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with Luxembourg or (as the case may be) the United States of the holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationalityNotes, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which if compliance is required or imposed by a statute, treaty, regulation, protocol, by regulation of Luxembourg or administrative practice of (as the Relevant Taxing Jurisdiction case may be) United States or any respective taxing authority therein or by an applicable income tax treaty to which Luxembourg or (as the case may be) the United States is a party as a precondition to exemption from all such tax, assessment or part of such Taxes; other governmental charge (3) except in the case of the winding up of the Payorincluding, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except with respect to the extent that United States, submitting a properly completed IRS Form W-8BEN-E to establish the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhereso-called “portfolio interest exemption,” if applicable); (4) to any Note presented for payment (where presentation tax, assessment or other governmental charge that is required) more imposed otherwise than 30 days after by withholding from the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period)payment; (5) to any Taxes tax, assessment or other governmental charge that are payable otherwise than by withholding from would not have been imposed but for a payment of the principal ofchange in law, premium, if anyregulation, or interest on administrative or judicial interpretation that becomes effective more than 15 days after the Notespayment becomes due or is duly provided for, whichever occurs later; (6) to any estate, inheritance, gift, salesales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (7) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the holder of any Note, where presentation is required, for payment on a Tax date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (8) to any withholding or deduction that is imposed on a payment to an individual and required to be made pursuant to Sections 1471 through 1474 of the Directive Code and related Treasury regulations and pronouncements (the Foreign Account Tax Compliance Act, or “FATCA”) or any law successor provisions and any regulations or official law, agreement or interpretations thereof implementing or complying with, or introduced in order to conform to, such Directivean intergovernmental approach thereto; or (8) a Tax imposed 9) in connection with a Note presented for payment by or on behalf the case of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state any combination of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses items (1), (2), (3), (4), (5), (6), (7) and (8). The Notes are subject in all cases to (8) inclusive above. Upon requestany tax, the Company will provide the Trustee with documentation satisfactory fiscal or other law or regulation or administrative or judicial interpretation applicable to the Trustee evidencing Notes. Except as specifically provided under this Condition 8, neither the payment of Additional Amounts. Copies of such documentation Issuer nor the Guarantor will be made available required to the Holders upon requestmake any payment for any tax, duty, assessment or governmental charge of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.

Additional Amounts. All payments made by the Company on the Notes (whether or not in the form of Definitive Notes) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premium, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to: (1) any payments to a Holder or beneficial owner who is liable for such Taxes in respect of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. (a) All payments made by the Issuer, a Successor Company or Guarantor (a “Payor”) on the Notes (whether or not in the form of Definitive Notes) Note Guarantees will be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”), Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of: (1) the Grand Duchy of Luxembourg, the United Kingdom or any political subdivision or Governmental Authority thereof or therein having power to tax; (2) any jurisdiction from or through which payment on any such Note or Note Guarantee is made by the Issuer, Successor Company, Guarantor or their agents, or any political subdivision or Governmental Authority thereof or therein having the power to tax; or (3) any other jurisdiction in which the Payor is incorporated or organized, engaged in business for tax purposes or otherwise considered to be a resident for tax purposes, or any political subdivision or Governmental Authority thereof or therein having the power to tax (each of clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction shall Jurisdiction”), will at any time be required from any payments made with respect to the Notesany Note or Note Guarantee, including payments of principal, Redemption Priceredemption price, interest premium, if any, or premiuminterest, the Payor will shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal will not be less than the amounts which would have been received in respect of such payments on the Notes any such Note or Note Guarantee in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect tofor or on account of: (1) any payments to a Holder or beneficial owner who is liable Taxes that would not have been so imposed but for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including including, but not limited to, being a citizen or resident or national or domiciliary of, or carrying on the existence of a business, a permanent establishment, a dependent agent, a place of business or maintaining a permanent establishment in, place of management present or being physically deemed present in, in the Relevant Taxing Jurisdiction) other than by but excluding, in each case, any connection arising solely from the mere acquisition, ownership or holding of such Note or enforcement of rights thereunder hereunder or under a Note Guarantee or the receipt of payments any payment in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of by the Holder or the beneficial owner of the Note to comply with any reasonable and timely a written request by of the Payor addressed to the Holder, after reasonable notice, to provide information certification, information, documents or other evidence concerning the nationality, residence residence, identity or identity connection with the Relevant Taxing Jurisdiction of such the Holder or such beneficial owner owners or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which in each case that is required or imposed by a statute, treatyapplicable law, regulation, protocol, treaty or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such TaxesTax; provided that in each case the Holder or beneficial owner is legally eligible to do so; (3) except in any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the case of the winding up of the Payor, Notes or any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere)Guarantee; (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period)estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, required to be deducted or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed withheld on a payment to an individual and required to be made pursuant to the European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, to such Directive; ordirective; (8) a Tax 6) any Taxes imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to to, or otherwise accepting payment from, another paying agent Paying Agent in a member state of the European Union. Such ; (7) any Taxes imposed on or with respect to a payment to a Holder that is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (8) any Taxes imposed pursuant to or in connection with Sections 1471 through 1474 of the Code, the United States Treasury Regulations thereunder or any similar law or regulations adopted pursuant to an intergovernmental agreement between a non‑U.S. jurisdiction and the United States with respect to the foregoing; or (9) any combination of the above. (b) Additional Amounts will also not be payable (x) to the extent the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment (where presentation is required for payment) within 30 days after the relevant payment was first made available for payment to the Holder, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment within such 30 day period or (y) where, had the beneficial owner of the Note been the Holder, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder of presented the NoteNote for payment within such 30-day period, it such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) 9) inclusive above. Upon request, but only if there is no material cost or legal restriction associated with transferring the Company will provide Note to such beneficial owner. (c) The Payor shall (i) make any required withholding or deduction and (ii) remit the Trustee with documentation satisfactory full amount deducted or withheld to the Trustee 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 Additional Amountsany Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes, in such form as provided in the ordinary course by the Relevant Taxing Jurisdiction and as is reasonably available to the Company, and shall provide such certified copies to the Trustee. Copies of such documentation will Such copies shall be made available to the Holders upon requestrequest and shall be made available at the offices of the Paying Agent. 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 withholding Taxes paid per £1,000 principal amount of the Notes. (d) If any Payor becomes aware that it shall be obligated to pay Additional Amounts under or with respect to any payment made on any Note or Note Guarantee, at least 30 days prior to the date of such payment, the Payor shall deliver to the Trustee an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises, or the Payor becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable after the date that is 30 days prior to the payment date). The Trustee shall be entitled to rely solely on such Officer’s Certificate without further inquiry, as conclusive proof that such payments are necessary. (e) Wherever in this Indenture or the Note Guarantees there are mentioned, in any context: (1) the payment of principal; (2) purchase or redemption prices in connection with a purchase or redemption of Notes; (3) interest; or (4) any other amount payable on or with respect to any of the Notes, such reference shall be deemed to include payment of Additional Amounts pursuant to this Section 2.13 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The Payor shall pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Notes, this Indenture, the Proceeds Loan Agreement, the Intercreditor Agreements, the other Security Documents or any other document or instrument in relation thereto (other than a transfer or exchange of the Notes) excluding any such Taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction. (g) The foregoing obligations of this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to the Issuer or any Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by the Company on in respect of the Notes (whether or not in the form of Definitive Notes) will shall be made without withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments or other governmental charges of whatever whatsoever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourg, within any jurisdiction in which the United States, Ireland Company or a Surviving Person is organized or resident for tax purposes or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), as applicable a “Relevant Taxing Jurisdiction”), unless the withholding Company is compelled by law to deduct or deduction of Taxes is then required by lawwithhold such taxes, duties, assessments or governmental charges. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest or premiumIn such event, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes Company or the Trusteea Surviving Person, as the case may be, shall make such appropriate withholding or deduction, make payment of the amount so withheld to the appropriate government authority and pay such additional amounts (Additional Amounts) as may be necessary to ensure that the net amounts received by the Holders after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the respective amounts of principal and premium, if any, and interest which would have been received receivable in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no . No such Additional Amounts will shall be payable with respect topayable: (1i) any payments to a Holder or beneficial owner who is liable for subject to such Taxes in respect of such Note taxes, duties, assessments or governmental charges by reason of the Holder’s or beneficial owner’s its having any some present or former connection with the a Relevant Taxing Jurisdiction (including being a citizen or resident any political subdivision or national of, taxing authority thereof or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdictiontherein) other otherwise than merely by the mere holding or owning of such Note or enforcement of rights thereunder Notes or the receipt of payments principal, premium or interest in respect thereof;; or (2ii) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating if payment would not have been subject to such matterstaxes, which is required duties, assessments or imposed by governmental charges had a statute, treaty, regulation, protocol, or administrative practice Note been presented for payment within 30 days of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes;Date. (3b) except If the Company becomes obliged to pay Additional Amounts in accordance with this Section 6.12, then it will have the case right to redeem the Notes, subject to the right of the winding up of Holders to retain the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except Notes without entitlement to the extent that the Holder would have been entitled to such Additional Amounts had the Notes been presented elsewherein accordance with Section 3.2(b);. (4c) Whenever there is mentioned herein, in any Note presented for payment (where presentation is required) more than 30 days after context, the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, of or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying withpremium on, or introduced in order to conform torespect of, a Note, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able mention shall be deemed to avoid such Tax by presenting the Note to another paying agent in a member state include mention of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (8) inclusive above. Upon request, the Company will provide the Trustee with documentation satisfactory provided for in this Section 6.12 to the Trustee evidencing extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 6.12, and express mention of the payment of Additional AmountsAmounts (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. Copies As used herein, the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Paying Agent or the Trustee on or prior to such due date, it means the date on which, the full amount of such documentation will be made available moneys having been so received, notice to that effect shall have been duly given to the Holders upon requestin accordance with Section 15.2.

Additional Amounts. All payments made by the Company on the Notes Securities (whether or not in the form of Definitive NotesSecurities) will shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, “"Taxes”") imposed or levied by or on behalf of (1) Luxembourg, the United States, Ireland Kingdom or any political subdivision or governmental authority of any thereof or therein any authority having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or tax therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a “Relevant Taxing Jurisdiction”"U.K. Tax Authority"), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction U.K. Tax Authority shall at any time be required from on any payments made by the Company with respect to the NotesSecurities, including payments of principal, Redemption Priceredemption price, interest interest, liquidated damages or premium, the Payor will Company shall pay (together with such payments) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payments by the Holders of Notes the Securities or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, equal the respective amounts which would have been received in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will shall be payable with respect to: (1i) in the case of Securities listed on a Recognized Stock Exchange at the time such Additional Amounts would be payable, any payments to on a Security held by or on behalf of a Holder or a beneficial owner who is liable for such Taxes in respect of such Note Security by reason of the Holder’s Holder or beneficial owner’s owner having any present or former some connection with the Relevant Taxing Jurisdiction United Kingdom (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing JurisdictionUnited Kingdom) other than by the mere holding of such Note Security or enforcement of rights thereunder or the receipt of payments in respect thereof; (2ii) in the case of Securities listed on a Recognized Stock Exchange at the time such Additional Amounts would be payable, any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note Security to comply with any reasonable and timely request by the Payor Company to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such mattersrequirement, which is required or imposed by a statute, treaty, regulation, protocol, regulation or administrative practice of the Relevant Taxing Jurisdiction taxing jurisdiction as a precondition to exemption from all or part of such Taxes; (3iii) except in the case of the winding up of the PayorCompany, any Note Security presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction United Kingdom (unless by reason of the Payor’s actions, Company's actions presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere);; or (4iv) any Note Security presented for payment (where Securities are in the form of Definitive Securities and presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note Securit▇ been presented during on the last day of such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Union. Such Additional Amounts will shall also not be payable where, had the beneficial owner of the Note Security been the Holder of the NoteSecurity, it he would not have been entitled to payment of Additional Amounts by reason of clauses (1i) to (8) iv) inclusive above. Upon request, the Company will shall provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will shall be made available to the Holders upon request.

Additional Amounts. (a) All payments made by the Company on Issuer with respect to the Notes (whether or not in by the form of Definitive Notes) Guarantors with respect to the Note Guarantees will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments assessments, or other governmental charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of (1) Luxembourgthe Cayman Islands, Brazil, the United States, Ireland British Virgin Islands or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor Issuer or either Guarantor is organized or otherwise considered to be a resident for tax purposes, or any other jurisdiction through which any such payments under the Notes or the Note Guarantees are made, or any political subdivision or governmental authority thereof or therein of any such jurisdiction having the power to tax (each of clause (1), (2) and (3)each, a “Relevant Taxing Jurisdiction”), ) unless the withholding Issuer or deduction of Taxes is then the Guarantors are compelled by applicable Law to deduct or withhold such taxes, duties, assessments, or governmental charges. (b) If the Issuer or the Guarantors are so required by law. If to deduct or withhold or deduct any deduction or withholding for, amounts for or on account of, any of Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments payment made under or with respect to the NotesNotes or the Note Guarantees, including payments of principal, Redemption Price, interest or premiumas applicable, the Payor Issuer or the Guarantors, as applicable, will make such deduction or withholding, make payment of the amount so withheld to the appropriate Governmental Authority and pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order such that the net amounts received in respect of such payments payment by the Holders of Notes or the Trustee, as the case may be, such Holder (including Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the respective amounts of principal, interest or other amounts which such Holder would have been received in respect of such payments on the Notes in or under the absence of Note Guarantees if such withholding Taxes had not been required to be so withheld or deductiondeducted; provided, however, provided that no such Additional Amounts will be payable with respect toto a payment made to a Holder: (1i) any payments to, or to a third party on behalf of, a Holder or beneficial owner who is liable for such Taxes taxes, duties, assessments or governmental charges in respect of such Note or Note Guarantee by reason of the Holder’s or beneficial owner’s having existence of any present or former connection with between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, a limited liability company or a corporation) and the Relevant Taxing Jurisdiction Jurisdiction, including, without limitation, such Holder (including or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or national ofbeing or having been engaged in a trade or business or present therein or having, or carrying on a business or maintaining having had, a permanent establishment intherein, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such the Note or the benefit of the Note Guarantees or enforcement of rights thereunder or and the receipt of payments in with respect thereofto the Note or the Note Guarantees; (2ii) any Taxes that are imposed or withheld where such withholding or imposition is by reason in respect of the failure of the Holder or beneficial owner of the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such matters, which is required or imposed by a statute, treaty, regulation, protocol, or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in more than 30 days after the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actionsDate, presentment could not have been made elsewhere and except to the extent that the Holder of such Note would have been entitled to such Additional Amounts had on surrender of such Note for payment on or prior to the Notes been presented elsewhere)last day of such period of 30 days; (4iii) any Note presented for payment (where presentation such Additional Amount is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and is required to be made pursuant to the Directive or any law applicable Law implementing or complying with, or introduced in order to conform to, European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000; (iv) to, or to a third party on behalf of, a Holder who is liable for such Directivetaxes, duties, assessments or other governmental charges by reason of such Holder’s failure to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Relevant Jurisdiction, if (1) compliance is required by the Relevant Jurisdiction, as a precondition to, exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and (2) the Issuer has given the Holders at least 30 days’ notice that Holders will be required to provide such certification, identification or other requirement; (v) in respect of any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, assessment or governmental charge; (vi) in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Note or payments by the Guarantors under the Note Guarantees or is otherwise payable by direct payment by the Issuer or the Guarantors in respect of claims made against the Issuer or the Guarantors under the Financing Documents; (vii) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal, premium (if any) or interest on the Notes or any payment by the Guarantors if such tax, assessment or other governmental charge results from the presentation of such Note for payment (in cases in which presentation is required) and the payment can be made without such withholding or deduction by the presentation of such Note for payment to another available paying agent of the Issuer; or (8) a Tax imposed viii) in connection respect of any combination of the above. (c) Notwithstanding anything herein to the contrary, no Additional Amounts shall be paid with respect to any payment on a Note presented to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the applicable Laws of the Relevant Jurisdiction to be included in the income, for payment by or on behalf tax purposes, of a Holder beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a limited liability company or a beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder of such Note. (d) In the event that Additional Amounts actually paid with respect to the Notes or under the Note Guarantees described above are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes or the benefit of the Note Guarantees, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the Governmental Authority imposing such withholding tax, then such Holder shall, by accepting such Notes and the benefit of such Note Guarantees, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Issuer or the Guarantors, as applicable. (e) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts by reason provided for in this Section 4.08 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations to make payments of clauses (1) Additional Amounts with respect to (8) inclusive above. Upon requestprincipal, interest or other amounts payable on the Notes or the Note Guarantees will survive any termination or discharge of this Indenture, payment of the Notes, discharge of the Note Guarantees and/or the resignation or removal of the Trustee, the Company will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon requestCollateral Agent or any Agent hereunder.

Additional Amounts. All payments made by or on behalf of the Company on Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or with respect to, the Notes (whether or not in the form of Definitive Notes) Note Guarantees will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of whatever nature charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed imposed, levied, collected or levied assessed by or on behalf of (1) Luxembourg, the United States, Ireland Grand Duchy of Luxembourg or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes or the Note Guarantees is mademade by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the a Payor is organized organized, resident or otherwise considered deemed to be a resident for tax purposesdoing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by lawlaw or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall will at any time be required from any payments made with respect to the Notes, Notes or the Note Guarantees including payments of principal, Redemption Pricepremium, interest if any, redemption price or premiuminterest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments received by the Holders of Notes or the Trustee, as the case may beeach Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal will not be less than the amounts which would have been received by each Holder in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to: (1) any payments to a Holder or beneficial owner who is liable Taxes that would not have been so imposed but for such Taxes in respect the existence of such Note by reason of the Holder’s or beneficial owner’s having any present or former connection with between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member, partner or shareholder of, the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, limited liability company, partnership or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding receipt of such payment or the acquisition or ownership of such Note or enforcement of rights thereunder or the receipt of payments in respect thereofthereunder); (2) any estate, inheritance, gift, sales, excise, transfer or personal property tax; (3) any Taxes which are imposed, payable or due because the Notes are presented (where presentation is required) for payment more than 30 days after the date such payment was due and payable or was provided for, whichever is later, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment on the last day of such 30-day period; (4) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the a Note to comply comply, at our written request, with any reasonable and timely request by the Payor to provide information certification, identification, information, documentation or other reporting requirements concerning the nationality, residence residence, identity or identity connection of such the Holder or such beneficial owner with the Relevant Taxing Jurisdiction or to make make, at our written request, any declaration or similar other claim or satisfy any certificationfiling for exemption to which it is entitled if (a) such compliance, information making a claim or other reporting requirement relating to such matters, which filing for exemption is required or imposed by a statute, treaty, regulation, protocol, treaty or regulation or administrative practice of the Relevant Taxing Jurisdiction taxing jurisdiction as a precondition to exemption from all or part of such Taxes; , (3b) except in the case of Payor has given the winding up of Holder or the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent beneficial owner at least 30 days’ notice that the Holder or beneficial owner will be required to provide such certification, identification, documentation or other reporting requirement, and (c) the provision of any certification, identification, information, documentation or other reporting requirement would have been entitled not be materially more onerous, in form, in procedure or in the substance of information disclosed, to Additional Amounts had the Notes been presented elsewhere); a Holder or beneficial owner of a Note than comparable information or other reporting requirements imposed under U.S. tax law, regulations and administrative practice (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day periodas U.S. Internal Revenue Service Forms W-8BEN and W-9); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax deduction imposed on a payment to an individual and required to be made pursuant to EC Council Directive 2003/48/EC on the Directive taxation of savings income which was adopted by the ECOFIN Council (the Council of EU Finance and Economic Ministers) on June 3, 2003, or any other directive or law implementing or complying with, or introduced in order to conform to, such Directivedirective, or pursuant to related measures entered into on a reciprocal basis between member states of the European Union and certain non-European Union countries and dependent or associated territories; (6) any Taxes which could have been avoided by the presentation (where presentation is required) of the relevant Note to another available paying agent of the Payor in a EU Country; or (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state 7) any combination of the European Unionabove. Such Also such Additional Amounts will also not be payable wherewith respect to any payment of principal of (or premium, had if any, on) or interest on such Note to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of the Note been the Holder of the Note, it such payment would not have been entitled to payment of the Additional Amounts by reason of clauses had such beneficiary, settlor, member or beneficial owner held such Note directly. The Payor will (1) make any required withholding or deduction and (2)except as expressly provided below, remit the full amount deducted or withheld to (8) inclusive abovethe applicable taxing authority in the Relevant Taxing Jurisdiction in accordance with applicable law. Upon request, the Company The Payor will provide to the Trustee with certified copies of tax receipts or, if such tax receipts are not reasonably available, such other documentation satisfactory reasonably acceptable to the Trustee evidencing the payment of Additional Amountsany Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. Copies The Payor will attach to such documentation 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 documentation withholding Taxes paid per U.S. dollar principal amount of the Notes. If the Payor will be made available obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or the Note Guarantees, the Payor will deliver to the Trustee, at least five Business Days prior to the relevant payment date, an Officer’s Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate shall be relied upon requestby the Trustee without further enquiry until receipt of a further Officer’s Certificate addressing such matters. The Payor will pay any stamp, issue, registration, documentary, excise, property or other similar taxes and other duties (including interest and penalties) imposed by any Relevant Taxing Jurisdiction payable in respect of the creation, issue, offering, execution or performance of the Notes, this Indenture, the Note Guarantees or any documentation with respect thereto and any such taxes, charges or duties imposed by any jurisdiction with respect to the enforcement of the Notes following the occurrence and during the continuance of any Default. The Company will agree to reimburse each of the Trustee, the paying agents and the Holders of the Notes for any such amounts paid (and reasonably documented) by the Trustee, the paying agents or such Holders. The foregoing obligations will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein. Whenever in this Indenture there is mentioned, in any context, (1) the payment of principal, premium, if any, or interest, (2) redemption prices or purchase prices in connection with the redemption or purchase of Notes or (3) any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, deducted or withholding Taxes are, were or would be payable in respect thereof. Notwithstanding anything herein, if any withholding or deduction for Taxes is imposed with respect to any payment on the Notes by the United States or any authority thereof or pursuant to any agreement between the Company and the United States or any authority thereof pursuant to FATCA, then (i) the Company, the Subsidiary Guarantors, any paying agent or any other person acting on their behalf shall be entitled to make such deduction or withholding, and (ii) none of the Company, the Subsidiary Guarantors, any paying agent or any other person acting on their behalf will have any obligation to make any additional payments with respect to any such withholding or deductions imposed by the United States or any authority thereof or pursuant to any agreement between the Issuer and the United States or any authority thereof.

Additional Amounts. (a) All payments made of principal, premium or interest by the Company on Bank in respect of the Notes (whether or not in the form of Definitive Notes) will be made without withholding or deduction for, for or on account of, of any present or future taxes, duties, assessments or governmental charges of whatever nature (collectively, including any interest or penalties related thereto) (“Taxes”) imposed imposed, levied, collected, withheld or levied assessed by Argentina or on behalf of (1) Luxembourg, the United States, Ireland or any political subdivision or governmental authority of any thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor Bank is organized organized, resident or otherwise considered to be a resident doing business for tax purposes, purposes or from or through which payments by or on behalf of the Bank are made or any political subdivision or governmental authority thereof or taxing authority therein having the power to tax (each of clause (1), (2) and (3)each, a “Relevant Taxing Jurisdictionrelevant taxing jurisdiction”), unless the withholding Bank is compelled by law to deduct or deduction of Taxes is then required by lawwithhold such Taxes. If In any deduction or withholding forsuch event, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect subject to the Notes, including payments of principal, Redemption Price, interest or premiumexceptions listed below, the Payor Bank will pay (together with such payments) such additional amounts (the “Additional Amounts”) in respect of Taxes as may be necessary in order to ensure that the net amounts received in respect by holders or beneficial owners of such payments by the Holders of Notes or the Trustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will equal the respective amounts which that would have been received receivable in respect of such payments on the Notes in the absence of such withholding or deduction; provided, however, that no such . No Additional Amounts will be payable with respect topayable: (1i) any payments to a Holder when such Taxes would not have been imposed but for the fact that the holder or beneficial owner who is liable for such Taxes in respect of such Note by reason of the Holder’s or beneficial owner’s having any Notes has a present or former former, direct or indirect, connection with the Relevant Taxing Jurisdiction relevant taxing jurisdiction (including being a citizen or resident or national ofincluding, or carrying on a business or maintaining without limitation, a permanent establishment in, or being physically present in, in the Relevant Taxing Jurisdictionrelevant taxing jurisdiction) other than by the mere holding of such Note Notes and the receipt of any payments in respect thereof or enforcement of rights thereunder or the receipt of payments in respect thereof; (2ii) any when such Taxes that are would not have been imposed or withheld where such withholding or imposition is by reason of but for the failure of the Holder holder or beneficial owner of the Note Notes to comply with any reasonable and timely request by the Payor to provide certification, identification, information concerning or reporting requirements regarding the nationality, residence residence, identity or identity connection with the relevant taxing jurisdiction of such Holder holder or beneficial owner owner, as required by the Bank at least thirty (30) days before the applicable Interest Payment Date or principal payment date, as applicable, if such compliance is required by the laws or regulations of the relevant taxing jurisdiction as a precondition to make any declaration exemption from, or similar claim or satisfy reduction in the rate of, such Taxes; provided that any certification, identification, information or other reporting requirement relating to such matterswould not be materially more onerous, which is required in form, procedure or substance, than comparable information or other reporting requirements imposed by a statuteunder U.S. tax law, treaty, regulation, protocol, or regulation and administrative practice of the Relevant Taxing Jurisdiction (such as a precondition to exemption from all or part of such Taxes; (3) except in the case of the winding up of the PayorIRS Forms W-8BEN, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere W-8BEN-E and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhereW-9); (4iii) to or on behalf of a holder or beneficial owner of Notes in respect of any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period)estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar taxes, duties, assessments or other governmental charges; (5iv) any to or on behalf of a holder or beneficial owner of Notes in respect of Taxes that are payable otherwise other than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (6v) in respect of Taxes imposed by reason of the fact that Notes were presented for payment more than thirty (30) days after the later of the date on which such payment became due and the date on which payment thereof has been duly provided for and notice of such payment is given to the holders, except to the extent that the holder of such Notes would have been entitled to such Additional Amounts had such Notes been presented on any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental chargeday during such 30-day period; (7vi) a Tax in respect of any Taxes imposed on a payment to an individual and required to be made pursuant to under Sections 1471 through 1474 of the Directive Internal Revenue Code of 1986, as amended (or any law implementing amended or complying successor version of such Sections that is substantively comparable and not materially more onerous to comply with) (“FATCA”), any regulations or other guidance thereunder, any agreement (including any intergovernmental agreement) entered into in connection therewith, or introduced any law, regulation or other official guidance enacted in order to conform to, such Directiveany jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or (8) vii) for any combination of items (i) through (vi) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any premium, if any, or interest on, any Notes to any holder or beneficial owner of Notes who is a Tax imposed fiduciary or partnership or other pass-through entity or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the relevant taxing jurisdiction to be included in connection with a Note presented the income for payment by or on behalf tax purposes of a Holder beneficiary or settlor with respect to such fiduciary or a member of such partnership or other pass-through entity or beneficial owner who would have been able to avoid such Tax by presenting the Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to such Additional Amounts had it been the holder of such Notes. (b) The Bank shall furnish to holders or beneficial owners of the Notes, the documentation evidencing payment of any Taxes deducted or withheld from payment on the Notes. (c) In the event that the Bank pays any personal property tax in respect of the Notes, in accordance with Argentine Law 23,966, as may be amended or modified, the Bank hereby waives any right it may have under Argentine law to seek reimbursement (whether by deduction from payments of principal or interest on such Notes or otherwise) from the holder or beneficial owner of the Notes of any such amounts paid. (d) All references in the Indenture to principal, premium or interest payable hereunder shall be deemed to include references to any Additional Amounts by reason of clauses (1) payable under this Section 4.2 with respect to (8) inclusive abovesuch principal, premium or interest. Upon request, the Company The Bank will provide the Trustee with documentation satisfactory to the Trustee evidencing the payment of Additional Amounts. Copies any amounts deducted or withheld in accordance with this Section 4.2 promptly upon the Bank’s payment thereof, and copies of such documentation will be made available by the Trustee to the Holders holders upon request. (e) The Bank will pay promptly when due any present or future stamp, court or documentary taxes or any excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of Argentina except those resulting from, or required to be paid in connection with, the enforcement of the Notes after the occurrence and during the continuance of any Event of Default.