Common use of Additional Amounts Clause in Contracts

Additional Amounts. All payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes or the Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect thereto) (“Taxes”), unless the Company or any Guarantor (or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note Guarantees, the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received by such Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or therein.

Additional Amounts. (1) All payments made by or on behalf of the Company or any Guarantor under the Subsidiary Guarantors on or with respect to the Notes or the Note Guarantees will pursuant to this Indenture shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and Taxes imposed by any other liability with respect thereto) (“Taxes”)Canadian Taxing Authority, unless the Company or any Guarantor (or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authorityCanadian Taxing Authority. If the Company or any Subsidiary Guarantor (or any Paying Agentother payor) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Canadian Taxing Jurisdiction”) Authority from any payment made under or with respect to the Notes or the Note Guarantees, the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, it shall: (i) make such withholding or deduction; (ii) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law; (iii) pay the additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received by such Holder each holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder the holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (biv) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect furnish to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnishHolders, within 60 30 days after the date the payment of any Taxes is due pursuant to applicable lawdue, to the Trustee, certified copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or such Subsidiary Guarantor; (v) indemnify and hold harmless each Holder (other than an Excluded Holder, as defined in paragraph (2) below) for the amount of (a) any Guarantor. The Trustee will make Taxes paid by each such evidence available Holder as a result of payments made on or with respect to the Holders upon request. At Notes, (b) any liability (including penalties, interest and expenses) arising from or with respect to such payments and (c) any Taxes imposed with respect to any reimbursement under the foregoing clauses (a) or (b), but excluding any such Taxes that are in the nature of Taxes on net income, taxes on capital, franchise taxes, net worth taxes and similar taxes; and (vi) at least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Subsidiary Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior payment, deliver to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount amounts so payable and will set forth such other information as necessary to enable such Paying Agent the Trustee to pay such Additional Amounts to the Holders of the Notes on the payment date. (2) Notwithstanding the provisions of paragraph (1) above, no Additional Amounts shall be payable to a person (an “Excluded Holder”) in respect of a payment made to such person under or with respect to a Note: (i) if such person is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of Notes or the receipt of payments thereunder; (ii) if such person waives its right to receive Additional Amounts; (iii) if the Company or such Subsidiary Guarantor does not deal at arm’s length, within the meaning of the Income Tax Act (Canada), with such person at the time of such payment; (iv) if the Company or such Subsidiary Guarantor does not deal at arm’s length, within the meaning of the Income Tax Act (Canada), with another person to whom the Company or such Subsidiary Guarantor has an obligation to pay an amount in respect of the Note; or (v) to the extent that the Taxes giving rise to such Additional Amounts would not have been imposed but for such person being, or not dealing at arm’s-length (within the meaning of the Income Tax Act (Canada)) with, a “specified shareholder” of the Company for purposes of the thin capitalization rules in the Income Tax Act (Canada). Whenever in this Indenture there is mentionedAny reference, in any contextcontext in this Indenture, (a) to the payment of principal (and principal, premium, if any), (b) purchase prices in connection with a purchase redemption price, Change of the NotesControl Amount, (c) offer price and interest or (d) any other amount payable on under or with respect to any of the Notes or the Note GuaranteesNote, such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above)payable. The obligations of the Company or any Guarantor described in under this Section 4.21 4.20 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, apply mutatis mutandis, mutandis to any jurisdiction in which any successor Person to the Company or any Guarantor Subsidiary Guarantor, as applicable, is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department organized or any political subdivision or taxing authority or agency thereof or therein. It is understood for purposes of this Section 4.20 that the determination of the amount of Additional Amounts shall be made at the beneficial owner level.

Additional Amounts. All payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes or the Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect thereto) (“Taxes”), unless the Company or any Guarantor (or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agenta Guarantor, if any) or other applicable withholding agent is so required by law to deduct or withhold taxes imposed by Bermuda or deduct any amount for or another Relevant Tax Jurisdiction on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (eachpayments to Holders, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note Guarantees, the Company or any such Guarantor it will pay to each any Holder of the Notes that are outstanding on the date of the required payment, such so entitled all additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as that may be necessary so that the net every Net Payment of interest, principal, premium or other amount received by such Holder (including the Additional Amounts) after such withholding beneficial owner on that Note or deduction the Note Guarantee will not be less than the amount such Holder would have received if such Taxes had not been withheld provided for in that Note or deducted, provided that no Additional Amounts will be payable with respect to any Note:the Note Guarantee. (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of The Company (and Guarantors, if any) will also indemnify and reimburse Holders for: (1) Taxes (including any interest, penalties and related expenses) imposed on the date on which such payment first became due and Holders (2) or if the full amount payable has a Holder is not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due dateowner, the date on which, the full amount having been so received, notice to that effect shall have been given beneficial owner) by a Relevant Tax Jurisdiction if and to the Holders or the beneficial owners by the Trustee, except to the same extent that the a Holder would have been entitled to such Additional Amounts receive additional amounts if the Company (or a Guarantor) or other applicable withholding agent had been required to deduct or withhold those taxes from payments on surrendering such the Notes or the Note for payment on Guarantees; and (2) Stamp, court, documentary or similar taxes or charges (including any day during interest, penalties and related expenses) imposed by a Relevant Tax Jurisdiction in connection with the applicable 30-day period;execution, delivery, enforcement or registration of the Notes or the Note Guarantees or other related documents and obligations. (b) if The Company (or a Guarantor) will not pay additional amounts to any TaxHolder for or on account of any of the following: (1) Any tax, assessment or other governmental charge imposed solely because at any time there is imposed or withheld by reason was a connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of or possessor of power over the failure to comply by relevant Holder if the Holder oris an estate, nominee, trust, partnership, limited liability company, or corporation) and the Relevant Tax Jurisdiction imposing the tax (other than the mere receipt of a payment or the acquisition, ownership, disposition or holding of, or enforcement of rights under, a Note or the Note Guarantees); (2) Any estate, inheritance, gift or any similar tax, assessment or other governmental charge; (3) Any tax, assessment or other governmental charge imposed solely because such Holder (or if differentsuch Holder is not the beneficial owner, the beneficial owner of the Note owner) fails to comply with a request addressed to such Holder or beneficial owner to provide informationany certification, documents identification or other evidence reporting requirement concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction taxing jurisdiction of such Holder or any beneficial owner which of the Note or the Note Guarantees, if compliance is required by law or imposed by an applicable income tax treaty to which the jurisdiction imposing the tax is a statuteparty, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to an exemption from all or part of such the tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge;charge for which such Holder is eligible and the Company (or a Guarantor) has given the Holders at least 60 days’ notice that Holders will be required to provide such information and identification; and (e4) except in the case of the winding up of the Company Any tax, assessment or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment other governmental charge with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any a Note or a Note Guarantee to any Holder who is a fiduciary or partnership or other presented for payment more than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 30 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under became due and payable or with respect the date on which payment thereof is duly provided for and notice thereof given to Holders, whichever occurs later, except to the Notes or extent that such Holder of the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver would have been entitled to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes additional amounts on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or presenting the Note Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on any date during the Notes and any department or any political subdivision thereof or therein30-day period.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes 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 tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect liabilities related thereto) (hereinafter “Taxes”), ) unless the Company withholding or any Guarantor (or any Paying Agent) deduction of such Taxes is then required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authoritylaw. If the Company any deduction or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for withholding for, or on account of of, any Taxes imposed or levied by or on behalf of the government of the Republic of ▇▇▇▇▇▇▇▇ Islands or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Company or any Guarantor (including any successor entitiesentity) is then organized or is otherwise resident for Tax purposes or any political subdivision thereof or therein tax purposes, or any jurisdiction by from or through which payment is made (eachincluding, without limitation, the jurisdiction of each paying agent) (each a “Relevant Taxing Specified Tax Jurisdiction”) ), will at any time be required to be made from any payment payments made under or with respect to the Notes or the Note Guarantees, the Notes. The Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received in respect of such payments by such a Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted; provided, provided however, that no the foregoing obligation to pay Additional Amounts will be payable with respect to any Notedoes not apply to: (a1) surrendered by any Taxes that would not have been so imposed but for the Holder or the beneficial owner thereof of the Notes having any present or former connection with the Specified Tax Jurisdiction (other than the mere acquisition, ownership, holding, enforcement or receipt of payment in respect of the Notes); (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (3) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes; (4) any Taxes imposed as a result of the failure of the Holder or beneficial owner of the Notes to complete, execute and deliver to the Company any form or document to the extent applicable to such Holder or beneficial owner that may be required by law 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 payments on the Notes without deduction or withholding for Taxes, or with deduction or withholding of a lesser amount, which form or document will be delivered within 60 days of a written request therefor by the Company; (5) any Taxes that would not have been so imposed but for the beneficiary of the payment having presented a Note for payment of principal (in cases in which presentation is required) more than 30 days after the later of (1) the date on which such payment first or such Note became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on whichwhich payment thereof is duly provided for, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Note been presented on surrendering the last day of such Note for payment on any day during the applicable 30-day period); (b6) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction imposed on or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any the Holder who if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment payment, 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 would not have been entitled to any Additional Amounts had such beneficiary or settlor beneficiary, settlor, member or beneficial owner been the Holderactual Holder of such Note; (h7) on account of any Tax Taxes that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is are required to be made by reason of that deducted or withheld on a payment being (x) paid pursuant to a bank account opened in a financial institution established inEuropean Council Directive 2003/48/EC or any law implementing, or (y) paid or accrued introduced in order to a person established or domiciled inconform to, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantordirective; or (m) on account of 8) any combination of the items (1) through (7) above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts . (to the extent received from the relevant tax authorities in the usual course or as generally providedb) evidencing that such payment has been made by If the Company or any Guarantor. The Trustee becomes aware that it will make such evidence available be obligated to the Holders upon request. At least 30 days prior pay Additional Amounts with respect to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payableNotes, if the Company or any Guarantor becomes obligated will deliver to pay Additional Amounts with respect the Trustee and Paying Agent at least 30 days prior to such the date of that payment (unless such the obligation to pay Additional Amounts arises after the 30th day prior to the date on which that payment under or with respect to the Notes or the Note Guarantees is due and payabledate, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each notify the Trustee and Paying Agent promptly thereafter but in no event later than two Business Days prior to the date of payment) an Officers’ Officer’s Certificate stating the fact that such Additional Amounts will be payable, payable and the amount so payable and will payable. The Officer’s Certificate shall also set forth such any other information as necessary to enable such the Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. The Trustee and Paying Agent will be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Company will provide the Trustee and Paying Agent with documentation evidencing the payment of Additional Amounts. (c) The Company will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant governmental authority on a timely basis in accordance with applicable law. As soon as practicable, the Company will provide the Trustee and Paying Agent with an official receipt or, if official receipts are not obtainable, other documentation evidencing the payment of the Taxes so withheld or deducted. Upon request, copies of those receipts or other documentation, as the case may be, will be made available by the Trustee and Paying Agent to the Holders of the Notes on the payment date. Notes. (d) Whenever in the Indenture or this First Supplemental Indenture there is mentionedreferenced, in any context, (a) the payment of amounts based upon the principal (and premium, if any), (b) purchase prices in connection with a purchase amount of the NotesNotes or of principal, (c) interest or (d) any other amount payable on under, or with respect to any of to, the Notes or the Note GuaranteesNotes, such mention is reference will be deemed to include mention of the payment of Additional Amounts provided for in as described under this section heading to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. . (e) The Company will indemnify a Holder, within 10 Business Days after written demand therefor, for the full amount of any Taxes paid by such Holder to a governmental authority of a Specified Tax Jurisdiction, on or with respect to any payment by on or account of any obligation of the Company to withhold or deduct an amount on account of Taxes for which the Company would have been obliged to pay Additional Amounts hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to the Company by a Guarantor, as the case may be, Holder will be conclusive absent manifest error. (f) The Company will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located Specified Tax Jurisdiction from the initial issue execution, delivery, enforcement or registration of the Notes Notes, the Indenture or on any other document or instrument in relation thereof, or the enforcement receipt of any payments with respect to the Notes, any Note Guarantee, and the Indenture or any other document related thereto (limited, in case of Taxes attributable to Company will indemnify the receipt of payments thereto, to Holders for any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer taxes paid by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinHolders.

Additional Amounts. All payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes or the Note Subsidiary Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect thereto) (“Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”), unless the Company or any Guarantor (or any Paying Agent) is required to withhold or deduct Taxes by law under the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) Jurisdiction from any payment made under or with respect to the Notes or the Note Subsidiary Guarantees, the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in all other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received by such Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder or the beneficial owner would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Taxtax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner (ayant-droit) of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or the beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Subsidiary Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Taxtax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such any Note is surrendered for payment in the Republic of France; (f) on account as a result of any Taxes that are payable otherwise than by deduction combination of (a), (b), (c), (d) or withholding from a payment with respect to the Notes (e) or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Subsidiary Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (hg) on account of any Tax that such withholding or deduction is imposed or levied on a payment to a Luxembourg resident individual and is required to be made pursuant to sections 1471 through 1474 the Luxembourg law of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”)23 December 2005; (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (kh) when such withholding or deduction for French taxes is required to be made by reason of that payment interest being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (li) in case of Taxes which are payable otherwise than by withholding or deduction from a payment made under or with respect to the Notes; (j) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (mk) Any combination of items (a) through (j) above. Notwithstanding any other provision of this Indenture, all amounts to be paid on account the Notes by or on behalf of the Company or by any Guarantor, will be paid net of any combination deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the aboveU.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a “FATCA Withholding”). Neither the Company nor any other person, including any Guarantor, will be required to pay any Additional Amounts in respect of FATCA Withholding. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Subsidiary Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Subsidiary Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Subsidiary Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Subsidiary Guarantee, the Indenture or any other document documents related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (ka) and (l) or any combination of items through (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 4.19 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company Issuer or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or therein.

Additional Amounts. All payments made Unless required by law, each Issuer and each Guarantor shall pay all amounts of principal of, and any premium and interest on, any Notes, without deduction or on behalf of the Company or withholding for any Guarantor under or with respect to the Notes or the Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutylevies, levyimposts, impostduties, assessment assessments or other governmental charge charges (including without limitation, any penalties, interest and any other liability with respect additions to tax related thereto) (“Taxes”), unless the Company ) imposed by any jurisdiction where any Issuer or any Guarantor (or any Paying Agentsuccessor thereto) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by is, at the relevant taxing authority. If the Company time, organized, resident or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount doing business for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein tax purposes, or any jurisdiction by from or through which any Issuer or Guarantor makes any payment is made on the Notes, as the case may be (each, a “Relevant Taxing Jurisdiction”) from ). If deduction or withholding of any payment made under of these charges by any applicable withholding agent is required by a Taxing Jurisdiction, the applicable Issuer or with respect the applicable Guarantor, as the case may be, subject to the Notes or the Note Guaranteesexceptions listed below, the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, such any additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that to make the net amount paid to the affected beneficial owners equal the amount the beneficial owners would have received in the absence of the deduction or withholding (including any deduction or withholding attributable to the additional amounts). However, these Additional Amounts shall not be paid on account of: (1) the amount of any Tax imposed by the United States or any political subdivision thereof; (2) the amount of any Tax imposed by any government of any jurisdiction other than a Taxing Jurisdiction; (3) the amount of any Tax that is only payable because either (A) a present or former connection exists between the Holder or beneficial owner of the Notes and a Taxing Jurisdiction other than a connection resulting from the purchase, ownership or disposition of such Holder Notes (including the Additional Amountsenforcement of rights thereunder or the receipt of payments in respect thereof), or (B) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof presented the Notes for payment of principal more than 30 days after the later of (1) the date on which such the relevant payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due datewas provided for, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day periodwhichever is later; (b4) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, excise, value added, personal property or other similar Tax, assessment or other governmental charge; (e5) except in the amount of any Tax that is not required to be deducted or withheld by an applicable withholding agent from any payment by the applicable Issuer or the applicable Guarantor, as the case of may be, on the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of FranceNotes; (f6) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account amount of any Tax that is imposed or withheld due to the Holder or beneficial owner of the Notes failing to accurately comply with a request from the applicable Issuer or the applicable Guarantor (or any successor thereto), as the case may be, either to provide information concerning the Holder’s or beneficial owner’s nationality, residence or identity or to satisfy any information or reporting requirement, in each case, to the extent the Holder or beneficial owner is legally eligible to do so, or to present the relevant Note (if certificated) if such action is required by the Taxing Jurisdiction as a precondition to exemption from, or reduction in, the applicable Tax; (7) any tax imposed pursuant to sections Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, of the Issue Date (the “Code”), or any amended or successor version that is substantively comparable and not materially more onerous to comply with) any regulations thereunder or other official guidance thereunderinterpretations thereof, or any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States and another jurisdiction implementing the foregoing or any law implementing such an intergovernmental agreement; or (8) any combination of Taxes described in clauses (1), (2), (3), (4), (5), (6) or (7) above. Additionally, no Additional Amounts shall be paid with respect to any of the foregoing, payment to any Holder who is a fiduciary or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding companyother than the sole beneficial owner of such Notes to the extent that the beneficiary or settlor with respect to such fiduciary, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when the member of such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder partnership or the beneficial owner of such Notes would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner held such Notes directly. It is understood that the Note concurrently being Trustee shall have no responsibility whatsoever to determine if a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes Additional Amounts is due pursuant or to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that calculate any such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment dateamounts. Whenever in this Indenture there is mentioned, in any context, (a) the payment of amounts based upon the principal (and premiumof or any premium or interest on, if any)or in respect of, (b) purchase prices in connection with a purchase any Notes or of the Notes, (c) interest or (d) any other amount payable on under or with respect to any of the Notes or the Note GuaranteesNotes, such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section Section 2.15 to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereofthereof pursuant to the provisions of this Section 2.15 and express mention of the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. The Company or a Guarantor, as obligation to pay Additional Amounts under the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) terms and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor conditions described in this Section 4.21 2.15 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinIndenture.

Additional Amounts. (a) All payments made by or on behalf of the Company Issuer under or with respect to the Notes, or by or on behalf of any Guarantor under or with respect to the Notes or the Note Guarantees any Subsidiary Guarantee, will be made free and clear of and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitationhereinafter, penalties, interest and any other liability with respect thereto) (“Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any such Guarantor (each such Person, a “Payor”) is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any payment on the Notes or any Subsidiary Guarantee, or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Company or any Guarantor (or any Paying Agent) such Person is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authoritythereof. If the Company or any Guarantor (or any Paying Agent) a Payor is so required to withhold or deduct any amount of interest for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note Guaranteesany Subsidiary Guarantee, the Company or any such Guarantor Payor will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) interest (“Additional Amounts”) as may be necessary so that the net amount received by such Holder each holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder the holder would have received if such Taxes had not been withheld or deducted, ; provided that no Additional Amounts will be payable with respect to any Note:a payment made to a holder (an “Excluded Holder”): (ai) surrendered which is subject to such Taxes by reason of any connection between such holder and the Holder Relevant Taxing Jurisdiction other than the mere holding of Notes or the beneficial owner thereof for payment receipt of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day periodpayments thereunder; (bii) if any Tax, assessment or other governmental charge is imposed or withheld by reason which failed to duly and timely comply with a timely request of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner Issuer to provide information, documents documents, certification or other evidence concerning the such holder’s nationality, residence, entitlement to treaty benefits, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any GuarantorJurisdiction, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment and to the extent that due and timely compliance with such request would have resulted in the reduction or elimination of any Taxes as to which Additional Amounts would have otherwise been payable to such holder of Notes but for this clause (ii); (iii) which is a beneficiary fiduciary, a partnership or settlor not the beneficial owner of any payment on a Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner would not have been entitled owned the Note directly (but only if there is no material cost or expense associated with transferring such Note to any Additional Amounts had such beneficiary or settlor beneficiary, partner or beneficial owner been and no restriction on such transfer that is outside the Holdercontrol of such beneficiary, partner or beneficial owner); (hiv) on account of any Tax to the extent that is the Taxes required to be withheld or deducted are imposed pursuant to sections 1471 through 1474 of the U.S. United States Internal Revenue Code of 1986, as amended, amended (the “Code”and any amended or successor version that is substantially comparable), and any regulations or other official guidance thereunder, thereunder or agreements (including any intergovernmental agreement agreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (mv) on account of any combination of the above. foregoing clauses of this proviso. (b) The Company or applicable Payor will (a) make any Guarantor will also make such required withholding or deduction and (b) remit the full amount deducted or withheld to the relevant authority Relevant Taxing Jurisdiction in accordance with applicable law. The Company Issuer will furnishfurnish to the holders of the Notes, within 60 30 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, certified copies of tax receipts evidencing such payment by the applicable Payor. (c) The Payors will indemnify and hold harmless each holder (other than all Excluded Holders) for the amount of (i) any Taxes not withheld or deducted by the Payors and levied or imposed and paid by such holder as a result of payments made under or with respect to the extent received from Notes or the relevant tax authorities in the usual course Subsidiary Guarantees, (ii) any liability (including penalties, interest and expenses) arising therefrom or as generally providedwith respect thereto, and (iii) evidencing that such payment has been made by the Company any Taxes imposed with respect to any reimbursement under clauses (i) or any Guarantor. The Trustee will make such evidence available to the Holders upon request. (ii) above. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes Payor is aware that it will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date)payment, the Company Issuer will deliver to each Paying Agent the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount amounts so payable and will set forth such other information as necessary to enable such Paying Agent the Trustee to pay such Additional Amounts to the Holders of the Notes holders on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on under or with respect to any of the Notes or the Note GuaranteesNote, such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto . (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (ke) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in under this Section 4.21 4.12 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, apply mutatis mutandis, mutandis to any successor Person and to any jurisdiction in which any such successor Person to the Company is organized or any Guarantor is incorporated, engaged in otherwise resident or doing business for tax purposes or resident for tax purposes or any jurisdiction from or through which payment is made by such Person makes any payment on the Notes and any department successor or any political subdivision thereof or thereinits respective agents.

Additional Amounts. All payments made (a) The Company hereby agrees that any amounts to be paid by or on behalf of the Company or any Guarantor under or with respect to the Notes each Security shall be paid without deduction or the Note Guarantees will be made free withholding for any and clear of all present and without withholding or deduction for or on account of any present or future taxtaxes, dutylevies, levy, impost, assessment imposts or other governmental charge charges whatsoever imposed, assessed, levied or collected by or for the account of (including without limitationi)(x) the Republic of Panama or any political subdivision or taxing authority thereof or (y) the jurisdiction of incorporation (other than the United States or any political subdivision or taxing authority thereof) of a successor entity to the Company pursuant to Section 8.1, penaltiesto the extent that such taxes, interest and levies, imposts or other governmental charges first become applicable as a result of such successor entity becoming the obligor on the Securities, or (ii) any other liability with respect theretojurisdiction (other than the United States or any political subdivision or taxing authority thereof) from or through which any amount is paid by the Company hereunder or where it is resident or maintains a place of business or permanent establishment (each jurisdiction described in Clauses (i) and (ii) above is referred to herein as a “Taxing Jurisdiction” and such taxes, levies, imposts or other governmental charges are referred to as “Taxes”), unless the Company withholding or deduction of such Tax is compelled by laws of the Republic of Panama or any Guarantor other applicable Taxing Jurisdiction. If any deduction or withholding of any Taxes (other than Excluded Taxes, as defined below) is ever required by the Republic of Panama or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant other Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note Guarantees, the Company shall (subject to compliance by the Holder or beneficial owner of each Security with any such Guarantor will applicable administrative requirements) pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that required to make the net amount received by amounts paid to each Holder of such Holder (including Security or the Additional Amounts) Trustee pursuant to the terms of this Indenture or the Securities, after such withholding deduction or deduction will not be less than withholding, equal to the amount amounts of principal, premium, if any, interest, if any, and sinking fund or analogous payments, if any, to which such Holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment Trustee is entitled. However, the Company shall not be required to pay Additional Amounts in respect of principal more than 30 days after the later of following Taxes (“Excluded Taxes”): (1) the date on which such payment first became due and (2) if the full amount payable has not been received by any present or on behalf future Taxes imposed, assessed, levied or collected as a result of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner of a Security (i) being organized under the laws of, or otherwise being or having been a domiciliary, national or resident of, (ii) being engaged or having been engaged in a trade or business in, (iii) having or having had its principal office located in, (iv) maintaining or having maintained a permanent establishment in, (v) being or having been physically present in, or (vi) otherwise having or having had some connection (other than the connection arising from holding or owning such Security, or collecting principal and interest, if any, on, or the enforcement of, such Security) with the Republic of Panama or any other applicable Taxing Jurisdiction; (2) any present or future Taxes which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date the payment became due or was provided for, whichever is later; (3) any present or future Taxes imposed under Sections 1471-1474 of the United States Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, or any present or future Taxes imposed under comparable provisions of non-United States tax law; (4) any present or future Taxes which would not have been so imposed, assessed, levied or collected but for the failure to provide informationmake any certification, documents identification or other evidence report concerning the nationality, residence, identity or connection with the Relevant Republic of Panama or any other applicable Taxing Jurisdiction of such the Holder or beneficial owner which is required of such Security or imposed by claim for relief or exemption, if making such a statutecertification, treatyidentification, regulation other report or administrative practice claim is, under the laws, rules or regulations of the Relevant Taxing Jurisdiction as any such jurisdiction, a precondition condition to relief or exemption from all or part of such tax, assessment or governmental chargeTaxes; (c5) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment Tax or other governmental charge;duty; or (e6) except in the case any combination of the winding up of the Company or any GuarantorClauses (1), if (2), (3), (4) and (5) above; provided further, that no such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are Additional Amounts shall be payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to Security held by (x) any Holder who or beneficial owner that is a fiduciary or partnership or other than not the sole beneficial owner of such payment Security, or that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner owner, partner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to any such Additional Amounts had such beneficiary the beneficiary, settlor, beneficial owner, partner or settlor or beneficial owner member been the Holder; direct holder of such Security, (hy) on account of any Tax Holder that is imposed pursuant to sections 1471 through 1474 not a resident of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any the extent that, had such Holder been a resident of the foregoingUnited States and eligible (taking into account any applicable limitation on benefits article or similar provision) for the benefit of any double taxation treaty between the United States and the applicable Taxing Jurisdiction in relation to payments of amounts due under this Indenture and any Security, such Holder would not have been entitled to such Additional Amounts, or (z) any agreements entered into pursuant to section 1471(b)(1) Holder that is a resident of the Code United States but that is not eligible for the benefit of any double taxation treaty between the United States and the applicable Taxing Jurisdiction in relation to payments of amounts due under this Indenture and any Security (but only to the extent the amount of such deduction or withholding exceeds that which would have been required had such Holder of a Security been so eligible and made all relevant claims). The Company or any such Taxsuccessor to the Company, “FATCA Withholding”); as the case may be, agrees to indemnify and hold harmless each Holder of a Security and upon written request reimburse each Holder for the amount of (i) on account any Taxes levied or imposed and paid by such Holder of any U.S. federal withholding Taxes imposed a Security (other than Excluded Taxes) as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled payments made with respect to votesuch Security, (2ii) such Holder’s any liability (including penalties, interest and expenses) arising therefrom with respect thereto, and (iii) any Taxes (other than Excluded Taxes) with respect to payment of Additional Amounts or beneficial owner’s being a bank receiving such interest any reimbursement pursuant to a loan agreement entered into this sentence, in each case, to the ordinary course extent not otherwise reimbursed by the payment of its trade or business any Additional Amount and not excluded from the requirement to pay Additional Amounts, as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will successor to the Company, as the case may be, shall also (i) make such withholding or deduction to the extent required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnishor any successor to the Company, as the case may be, shall furnish the Trustee within 60 30 days after the date the payment of any such Taxes is due pursuant to applicable law, to the Trustee, certified copies of tax receipts (to evidencing the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available successor to the Holders upon requestCompany, as the case may be, or other evidence of such payment reasonably satisfactory to the Trustee. It is understood, however, that the Trustee is under no obligation to request such certified copies of tax receipts evidencing the payment. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees Securities is due and payable, if the Company or any Guarantor becomes will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date)those payments, the Company will shall deliver to each Paying Agent the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and stating the amount so amounts that will be payable and will set setting forth such any other information as necessary to enable such Paying Agent the Trustee to pay such Additional Amounts to the Holders of the Notes Securities on the payment date. Whenever in this Indenture or any Security there is mentioned, in any context, (a) the payment of principal (and the principal, premium, if any), (b) purchase prices or interest, or sinking fund or analogous payment, if any, in connection with a purchase respect of the Notes, (c) such Security or overdue principal or overdue interest or (d) any other amount payable on overdue sinking fund or with respect to any of the Notes or the Note Guaranteesanalogous payment, such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section herein to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as thereof pursuant to the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic provisions of France or this Section and express mention thereof in any jurisdiction provisions hereof shall not be construed as excluding Additional Amounts in which a Paying Agent those provisions hereof where such express mention is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto not made (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) aboveif applicable). The obligations of the Company or (and any Guarantor described in successor entity to the Company pursuant to Section 8.1) under this Section 4.21 will 10.5 shall survive any termination, defeasance or satisfaction and discharge the termination of this Indenture and the payment of all amounts under or with respect to the Securities. (b) Each Holder of a Security, by acceptance of such Security, agrees that, with reasonable promptness after receiving written notice from the Company to the effect that such ▇▇▇▇▇▇ is eligible for a refund in respect of Taxes actually paid by the Company pursuant to this Section 10.5, such Holder will sign and deliver, as reasonably directed by the Company, any transfer form provided to such Holder by the Company to enable such Holder to obtain a holder or beneficial owner refund in respect of its notessuch Taxes; and if such Holder thereafter receives such refund in respect of such Taxes, and such Holder will apply, mutatis mutandis, to any jurisdiction in which any successor Person promptly pay such refund to the Company (together with interest, if any, received by such Holder from the relevant taxing authority). If a Holder applies for a refund of such Taxes prior to a request by the Company to apply for such a refund, the Holder will, upon receipt of a request by the Company to apply for, or to turn over the proceeds of, any Guarantor is incorporatedsuch refund, engaged pay any such refund to the Company (together with interest, if any, received by such Holder from the relevant taxing authority), promptly upon receipt of such refund. The Company shall pay all reasonable out-of-pocket expenses incurred by a Holder in business for tax purposes or resident for tax purposes or any jurisdiction from or through which connection with obtaining such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinrefund.

Additional Amounts. (1) All payments made by or on behalf of the Company or any Guarantor under the Subsidiary Guarantors on or with respect to the Notes or the Note Guarantees will pursuant to this Indenture shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and Taxes imposed by any other liability with respect thereto) (“Taxes”)Canadian Taxing Authority, unless the Company or any Guarantor (or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authorityCanadian Taxing Authority. If the Company or any Subsidiary Guarantor (or any Paying Agentother payor) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Canadian Taxing Jurisdiction”) Authority from any payment made under or with respect to the Notes or the Note Guarantees, the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, it shall: (i) make such withholding or deduction; (ii) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law; (iii) pay the additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received by such each Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such the Holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (biv) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect furnish to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnishHolders, within 60 30 days after the date the payment of any Taxes is due pursuant to applicable lawdue, to the Trustee, certified copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or such Subsidiary Guarantor; (v) indemnify and hold harmless each Holder (other than an Excluded Holder, as defined in paragraph (2) below) for the amount of (a) any Guarantor. The Trustee will make Taxes paid by each such evidence available Holder as a result of payments made on or with respect to the Holders upon request. At Notes, (b) any liability (including penalties, interest and expenses) arising from or with respect to such payments and (c) any Taxes imposed with respect to any reimbursement under the foregoing clauses (a) or (b), but excluding any such Taxes that are in the nature of Taxes on net income, taxes on capital, franchise taxes, net worth taxes and similar taxes; and (vi) at least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Subsidiary Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior payment, deliver to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount amounts so payable and will set forth such other information as necessary to enable such Paying Agent the Trustee to pay such Additional Amounts to the Holders of the Notes on the payment date. (2) Notwithstanding the provisions of paragraph (1) above, no Additional Amounts shall be payable to a Person (an “Excluded Holder”) in respect of a payment made to such Person under or with respect to a Note: (i) if such Person is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of Notes or the receipt of payments thereunder; (ii) if such Person waives its right to receive Additional Amounts; (iii) if the Company or such Subsidiary Guarantor does not deal at arm’s length, within the meaning of the Income Tax Act (Canada) (the “Tax Act”), with such Person at the time of such payment; (iv) if the Company or such Subsidiary Guarantor does not deal at arm’s length, within the meaning of the Tax Act, with another Person to whom the Company or such Subsidiary Guarantor has an obligation to pay an amount in respect of the Note; or (v) to the extent that the Taxes giving rise to such Additional Amounts would not have been imposed but for such person being, or not dealing at arm’s length (within the meaning of the Tax Act) with, a “specified shareholder” of the Company for purposes of the thin capitalization rules in the Tax Act. Whenever in this Indenture there is mentionedAny reference, in any contextcontext in this Indenture, (a) to the payment of principal (and principal, premium, if any), (b) purchase prices in connection with a purchase redemption price, Change of the NotesControl Payment, (c) offer price and interest or (d) any other amount payable on under or with respect to any of the Notes or the Note GuaranteesNote, such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above)payable. The obligations of the Company or any Guarantor described in under this Section 4.21 4.20 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, apply mutatis mutandis, mutandis to any jurisdiction in which any successor Person to the Company or any Guarantor Subsidiary Guarantor, as applicable, is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department organized or any political subdivision or taxing authority or agency thereof or therein. It is understood for purposes of this Section 4.20 that the determination of the amount of Additional Amounts shall be made at the beneficial owner level.

Additional Amounts. All Any payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes or the Note Guarantees Debenture will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment Tax or other governmental charge (including without limitation, penalties, interest and any other liability with respect thereto) (“Taxes”)charge, unless the Company or any Guarantor (or any Paying Agent) other payor is required to withhold or deduct such Taxes by applicable law or by the interpretation or administration thereof by the relevant taxing authorityGovernmental Authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes Debenture (including for greater certainty, the delivery of Common Shares or other property in connection with the Note Guaranteesexercise of a conversion right or otherwise), then, with respect to Indemnified Taxes (including Other Taxes), the Company or any such Guarantor will pay to each the Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount Amounts received by such Holder (including the Additional Amounts) by the Holder after such withholding or deduction (including any withholding or deduction required to be made in respect of any Additional Amounts) will not be less than the amount such the Holder would have received (including for greater certainty, the full amount of any Common Shares or other property to which the Holder is entitled under the Debenture in connection with the exercise of a conversion right, payment on Maturity or otherwise) if such Indemnified Taxes (including Other Taxes) had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company will make all withholdings or any Guarantor deductions required by applicable law and will also make such withholding or deduction and remit the full amount withheld or deducted or withheld to the relevant authority Governmental Authority as and when required by applicable law and as soon as practicable thereafter will deliver to the Holder the original or certified copy of a receipt issued by such Governmental Authority evidencing such payment or other evidence of such payment reasonably satisfactory to the Holder. The Company shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. The Company will furnishTo the extent that withholdings or deductions apply to any payment to be made to the Holder, within 60 days after if the date Holder is entitled to an exemption from or reduction in the payment rate of any Taxes is due pursuant withholding Tax with respect to any payments hereunder, the Holder shall deliver to the Company, at the time or times reasonably requested by the Company and at the time or times prescribed by applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made properly completed and executed documentation reasonably requested by the Company or prescribed by applicable law as will permit such payments to be made without withholding (including FATCA withholding, if applicable) or at a reduced rate of withholding. In addition, the Holder, if requested by the Company, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company as will enable the Company to determine whether or not such Holder is subject to withholding, backup withholding or information reporting requirements, provided that no Holder shall be required to deliver any Guarantordocumentation pursuant to this Section 2.3 that such Holder is not legally able to deliver. The Trustee will make such evidence available Notwithstanding anything herein to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payablecontrary, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, this Section 2.3 and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 thereunder will survive any termination, defeasance or satisfaction and discharge the repayment of this Indenture or any transfer by a holder or beneficial owner Debenture and the termination of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinthis Debenture.

Additional Amounts. All payments made (a) The Company hereby agrees that any amounts to be paid by or on behalf of the Company or any Guarantor under or with respect to the Notes each Security shall be paid without deduction or the Note Guarantees will be made free withholding for any and clear of all present and without withholding or deduction for or on account of any present or future taxtaxes, dutylevies, levy, impost, assessment imposts or other governmental charge charges whatsoever imposed, assessed, levied or collected by or for the account of (including without limitationi)(x) the United Kingdom or any political subdivision or taxing authority thereof or (y) the jurisdiction of tax residence (other than the United States or any political subdivision or taxing authority thereof) of a successor entity to the Company pursuant to Section 8.1, penaltiesto the extent that such taxes, interest and levies, imposts or other governmental charges first become applicable as a result of such successor entity becoming the obligor on the Securities, or (ii) any other liability with respect theretojurisdiction (other than the United States, or any political subdivision or taxing authority thereof) from or through which any amount is paid by the Company hereunder or where it is resident or maintains a place of business or permanent establishment (each jurisdiction described in Clauses (i) and (ii) above is referred to herein as a “Taxing Jurisdiction” and such taxes, levies, imposts or other governmental charges are referred to as “Taxes”), unless the Company withholding or deduction of such Tax is compelled by laws of the United Kingdom, or any Guarantor other applicable Taxing Jurisdiction. If any deduction or withholding of any Taxes (other than Excluded Taxes, as defined below) is ever required by the United Kingdom or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant other Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note Guarantees, the Company shall (subject to compliance by the Holder or beneficial owner of each Security with any such Guarantor will applicable administrative requirements) pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that required to make the net amount received by amounts paid to each Holder of such Security or the Trustee pursuant to the terms of this Indenture or the Securities, after such deduction or withholding, equal to the amounts of principal, premium, if any, interest, if any, and sinking fund or analogous payments, if any, to which such Holder (including or the Additional Amounts) after such withholding or deduction will Trustee is entitled. However, the Company shall not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted, provided that no required to pay Additional Amounts will be payable with in respect to any Note:of the following Taxes (“Excluded Taxes”): (a1) surrendered by any present or future Taxes imposed, assessed, levied or collected as a result of the Holder or the beneficial owner thereof of a Security (i) being organized under the laws of, or otherwise being or having been a domiciliary, national or resident of, (ii) being engaged or having been engaged in a trade or business in, (iii) having or having had its principal office located in, (iv) maintaining or having maintained a permanent establishment in, (v) being or having been physically present in, or (vi) otherwise having or having had some connection (other than the connection arising solely from holding or owning such Security, or collecting principal and interest, if any, on, or the enforcement of, such Security) with the United Kingdom or any other applicable Taxing Jurisdiction; (2) any present or future Taxes which would not have been so imposed, assessed, levied or collected but for payment of principal the fact that, where presentation is required, the relevant Security was presented more than 30 thirty days after the later date the relevant payment is first made available for payment to the Holder or beneficial owner; (3) any present or future Taxes imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (1the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the date on which such United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); (4) any present or future Taxes payable other than by deduction or withholding from payments under, or with respect to, any Security; (5) any present or future Taxes imposed in connection with a Security presented for payment first became due and (2where presentation is permitted or required for payment) if the full amount payable has not been received by or on behalf of the relevant a Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed Security to the extent such Holder Taxes could have been avoided by presenting the relevant Security to, or beneficial owner otherwise accepting payment from, another Paying Agent; (6) any present or future Taxes which would not have been so imposed, assessed, levied or collected but for the failure to provide informationmake any certification, documents identification or other evidence report concerning the nationality, residence, identity or connection with the Relevant United Kingdom or any other applicable Taxing Jurisdiction of such the Holder or beneficial owner which is required of such Security or imposed by claim for relief or exemption, if making such a statutecertification, treatyidentification, regulation other report or administrative practice claim is, under the laws, rules or regulations of the Relevant Taxing Jurisdiction as any such jurisdiction, a precondition condition to relief or exemption from all or part of such tax, assessment or governmental chargeTaxes; (c7) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment Tax or other governmental charge;duty; or (e8) any combination of Clauses (1) except in the case of the winding up of the Company or any Guarantorthrough (7) above; provided further, if that no such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are Additional Amounts shall be payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to Security held by (x) any Holder who or beneficial owner that is a fiduciary or partnership or other than not the sole beneficial owner of such payment Security, or that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner owner, partner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to any such Additional Amounts had such beneficiary the beneficiary, settlor, beneficial owner, partner or settlor or beneficial owner member been the Holder; direct holder of such Security, (hy) on account of any Tax Holder that is imposed pursuant to sections 1471 through 1474 not a resident of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any the extent that, had such Holder been a resident of the foregoingUnited States and eligible for the benefit of any double taxation treaty between the United States and the applicable Taxing Jurisdiction in relation to payments of amounts due under this Indenture and any Security, such Holder would not have been entitled to such Additional Amounts, or (z) any agreements entered into pursuant to section 1471(b)(1) Holder that is a resident of the Code United States but that is not eligible for the benefit of any double taxation treaty between the United States and the applicable Taxing Jurisdiction in relation to payments of amounts due under this Indenture and any Security (but only to the extent the amount of such deduction or withholding exceeds that which would have been required had such Holder of a Security been so eligible and made all relevant claims). The Company or any such Taxsuccessor to the Company, “FATCA Withholding”); as the case may be, agrees to indemnify and hold harmless each Holder of a Security and upon written request reimburse each Holder for the amount of (i) on account any Taxes levied or imposed and paid by such Holder of any U.S. federal withholding Taxes imposed a Security (other than Excluded Taxes) as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled payments made with respect to votesuch Security, (2ii) such Holder’s any liability (including penalties, interest and expenses) arising therefrom with respect thereto, and (iii) any Taxes (other than Excluded Taxes) with respect to payment of Additional Amounts or beneficial owner’s being a bank receiving such interest any reimbursement pursuant to a loan agreement entered into this sentence, in each case, to the ordinary course extent not otherwise reimbursed by the payment of its trade or business any Additional Amount and not excluded from the requirement to pay Additional Amounts, as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will successor to the Company, as the case may be, shall also (i) make such withholding or deduction to the extent required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnishor any successor to the Company, as the case may be, shall furnish the Trustee within 60 30 days after the date the payment of any such Taxes is due pursuant to applicable law, to the Trustee, certified copies of tax receipts (to evidencing the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available successor to the Holders upon requestCompany, as the case may be, or other evidence of such payment reasonably satisfactory to the Trustee. It is understood, however, that the Trustee is under no obligation to request such certified copies of tax receipts evidencing the payment. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees Securities is due and payable, if the Company or any Guarantor becomes will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date)those payments, the Company will shall deliver to each Paying Agent the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and stating the amount so amounts that will be payable and will set setting forth such any other information as necessary to enable such Paying Agent the Trustee to pay such Additional Amounts to the Holders of the Notes Securities on the payment date. Whenever in this Indenture or any Security there is mentioned, in any context, (a) the payment of principal (and the principal, premium, if any), (b) purchase prices or interest, or sinking fund or analogous payment, if any, in connection with a purchase respect of the Notes, (c) such Security or overdue principal or overdue interest or (d) any other amount payable on overdue sinking fund or with respect to any of the Notes or the Note Guaranteesanalogous payment, such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section herein to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as thereof pursuant to the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic provisions of France or this Section and express mention thereof in any jurisdiction provisions hereof shall not be construed as excluding Additional Amounts in which a Paying Agent those provisions hereof where such express mention is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto not made (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) aboveif applicable). The obligations of the Company or (and any Guarantor described in successor entity to the Company pursuant to Section 8.1) under this Section 4.21 will 10.5 shall survive any termination, defeasance or satisfaction and discharge the termination of this Indenture and the payment of all amounts under or with respect to the Securities. (b) Each Holder of a Security, by acceptance of such Security, agrees that, with reasonable promptness after receiving written notice from the Company to the effect that such ▇▇▇▇▇▇ is eligible for a refund in respect of Taxes actually paid by the Company pursuant to this Section 10.5, such Holder will sign and deliver, as reasonably directed by the Company, any transfer form provided to such Holder by the Company to enable such Holder to obtain a holder or beneficial owner refund in respect of its notessuch Taxes; and if such Holder thereafter receives such refund in respect of such Taxes, and such Holder will apply, mutatis mutandis, to any jurisdiction in which any successor Person promptly pay such refund to the Company (together with interest, if any, received by such Holder from the relevant taxing authority). If a Holder applies for a refund of such Taxes prior to a request by the Company to apply for such a refund, the Holder will, upon receipt of a request by the Company to apply for, or to turn over the proceeds of, any Guarantor is incorporatedsuch refund, engaged pay any such refund to the Company (together with interest, if any, received by such Holder from the relevant taxing authority), promptly upon receipt of such refund. The Company shall pay all reasonable out-of-pocket expenses incurred by a Holder in business for tax purposes or resident for tax purposes or any jurisdiction from or through which connection with obtaining such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinrefund.

Additional Amounts. All Any payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes or the Note Guarantees Debenture will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment Tax or other governmental charge (including without limitation, penalties, interest and any other liability with respect thereto) (“Taxes”)charge, unless the Company or any Guarantor (or any Paying Agent) other payor is required to withhold or deduct such Taxes by applicable law or by the interpretation or administration thereof by the relevant taxing authorityGovernmental Authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes Debenture (including for greater certainty, the delivery of Common Shares or other property in connection with the Note Guaranteesexercise of a conversion right or otherwise), then, with respect to Indemnified Taxes (including Other Taxes), the Company or any such Guarantor will pay to each the Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“"Additional Amounts”") as may be necessary so that the net amount received by such Holder (including the Additional Amounts) by the Holder after such withholding or deduction (including any withholding or deduction required to be made in respect of any Additional Amounts) will not be less than the amount such the Holder would have received (including for greater certainty, the full amount of any Common Shares or other property to which the Holder is entitled under the Debenture in connection with the exercise of a conversion right, payment on Maturity or otherwise) if such Indemnified Taxes (including Other Taxes) had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company will make all withholdings or any Guarantor deductions required by applicable law and will also make such withholding or deduction and remit the full amount withheld or deducted or withheld to the relevant authority Governmental Authority as and when required by applicable law and as soon as practicable thereafter will deliver to the Holder the original or certified copy of a receipt issued by such Governmental Authority evidencing such payment or other evidence of such payment reasonably satisfactory to the Holder. The Company shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. The Company will furnishTo the extent that withholdings or deductions apply to any payment to be made to the Holder, within 60 days after if the date Holder is entitled to an exemption from or reduction in the payment rate of any Taxes is due pursuant withholding Tax with respect to any payments hereunder, the Holder shall deliver to the Company, at the time or times reasonably requested by the Company and at the time or times prescribed by applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made properly completed and executed documentation reasonably requested by the Company or prescribed by applicable law as will permit such payments to be made without withholding (including FATCA withholding, if applicable) or at a reduced rate of withholding. In addition, the Holder, if requested by the Company, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company as will enable the Company to determine whether or not such Holder is subject to withholding, backup withholding or information reporting requirements, provided that no Holder shall be required to deliver any Guarantordocumentation pursuant to this Section 2.3 that such Holder is not legally able to deliver. The Trustee will make such evidence available Notwithstanding anything herein to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payablecontrary, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, this Section 2.3 and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 thereunder will survive any termination, defeasance or satisfaction and discharge the repayment of this Indenture or any transfer by a holder or beneficial owner Debenture and the termination of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinthis Debenture.

Additional Amounts. All payments made (a) The Company hereby agrees that any amounts to be paid by or on behalf of the Company or any Guarantor under or with respect to the Notes each Security shall be paid without deduction or the Note Guarantees will be made free withholding for any and clear of all present and without withholding or deduction for or on account of any present or future taxtaxes, dutylevies, levy, impost, assessment imposts or other governmental charge charges whatsoever imposed, assessed, levied or collected by or for the account of (including without limitationi)(x) the United Kingdom or any political subdivision or taxing authority thereof or (y) the jurisdiction of tax residence (other than the United States or any political subdivision or taxing authority thereof) of a successor entity to the Company pursuant to Section 8.1, penaltiesto the extent that such taxes, interest and levies, imposts or other governmental charges first become applicable as a result of such successor entity becoming the obligor on the Securities, or (ii) any other liability with respect theretojurisdiction (other than the United States, or any political subdivision or taxing authority thereof) from or through which any amount is paid by the Company hereunder or where it is resident or maintains a place of business or permanent establishment (each jurisdiction described in Clauses (i) and (ii) above is referred to herein as a “Taxing Jurisdiction” and such taxes, levies, imposts or other governmental charges are referred to as “Taxes”), unless the Company withholding or deduction of such Tax is compelled by laws of the United Kingdom, or any Guarantor other applicable Taxing Jurisdiction. If any deduction or withholding of any Taxes (other than Excluded Taxes, as defined below) is ever required by the United Kingdom or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant other Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note Guarantees, the Company shall (subject to compliance by the Holder or beneficial owner of each Security with any such Guarantor will applicable administrative requirements) pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that required to make the net amount received by amounts paid to each Holder of such Holder (including Security or the Additional Amounts) Trustee pursuant to the terms of this Indenture or the Securities, after such withholding deduction or deduction will not be less than withholding, equal to the amount amounts of principal, premium, if any, interest, if any, and sinking fund or analogous payments, if any, to which such Holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment Trustee is entitled. However, the Company shall not be required to pay Additional Amounts in respect of principal more than 30 days after the later of following Taxes (“Excluded Taxes”): (1) the date on which such payment first became due and (2) if the full amount payable has not been received by any present or on behalf future Taxes imposed, assessed, levied or collected as a result of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner of a Security (i) being organized under the laws of, or otherwise being or having been a domiciliary, national or resident of, (ii) being engaged or having been engaged in a trade or business in, (iii) having or having had its principal office located in, (iv) maintaining or having maintained a permanent establishment in, (v) being or having been physically present in, or (vi) otherwise having or having had some connection (other than the connection arising from holding or owning such Security, or collecting principal and interest, if any, on, or the enforcement of, such Security) with the United Kingdom or any other applicable Taxing Jurisdiction; (2) any present or future Taxes which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than thirty days after the date the payment became due or was provided for, whichever is later; (3) any present or future Taxes imposed under Sections 1471-1474 of the United States Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, or any present or future Taxes imposed under comparable provisions of non-United States tax law; (4) any present or future Taxes which would not have been so imposed, assessed, levied or collected but for the failure to provide informationmake any certification, documents identification or other evidence report concerning the nationality, residence, identity or connection with the Relevant United Kingdom or any other applicable Taxing Jurisdiction of such the Holder or beneficial owner which is required of such Security or imposed by claim for relief or exemption, if making such a statutecertification, treatyidentification, regulation other report or administrative practice claim is, under the laws, rules or regulations of the Relevant Taxing Jurisdiction as any such jurisdiction, a precondition condition to relief or exemption from all or part of such tax, assessment or governmental chargeTaxes; (c5) held by any present or future Taxes imposed on behalf of a payment to a Holder and required to be made pursuant to any law implementing European Council Directive 2003/48/EC or beneficial owner who is liable for Taxes in respect any other directive implementing the conclusions of such Note by reason the ECOFIN Council meeting of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding 26-27 November 2000 or disposition of any Notelaw implementing or complying with, or the receipt of payments made by or on behalf of the Company or any Guarantor introduced in respect thereof or any Note Guarantee, including, without limitationorder to conform to, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment thereindirective; (d6) any present or future Taxes imposed on account a payment to, or with respect to, a Holder who would have been able to avoid such Taxes by presenting the relevant Security to a paying agent in a member state of the European Union; (7) any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment Tax or other governmental charge;duty; or (e8) any combination of Clauses (1) except in the case of the winding up of the Company or any Guarantorthrough (7) above; provided further, if that no such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are Additional Amounts shall be payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to Security held by (x) any Holder who or beneficial owner that is a fiduciary or partnership or other than not the sole beneficial owner of such payment Security, or that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner owner, partner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to any such Additional Amounts had such beneficiary the beneficiary, settlor, beneficial owner, partner or settlor or beneficial owner member been the Holder; direct holder of such Security, (hy) on account of any Tax Holder that is imposed pursuant to sections 1471 through 1474 not a resident of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any the extent that, had such Holder been a resident of the foregoingUnited States and eligible for the benefit of any double taxation treaty between the United States and the applicable Taxing Jurisdiction in relation to payments of amounts due under this Indenture and any Security, such Holder would not have been entitled to such Additional Amounts, or (z) any agreements entered into pursuant to section 1471(b)(1) Holder that is a resident of the Code United States but that is not eligible for the benefit of any double taxation treaty between the United States and the applicable Taxing Jurisdiction in relation to payments of amounts due under this Indenture and any Security (but only to the extent the amount of such deduction or withholding exceeds that which would have been required had such Holder of a Security been so eligible and made all relevant claims). The Company or any such Taxsuccessor to the Company, “FATCA Withholding”); as the case may be, agrees to indemnify and hold harmless each Holder of a Security and upon written request reimburse each Holder for the amount of (i) on account any Taxes levied or imposed and paid by such Holder of any U.S. federal withholding Taxes imposed a Security (other than Excluded Taxes) as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled payments made with respect to votesuch Security, (2ii) such Holder’s any liability (including penalties, interest and expenses) arising therefrom with respect thereto, and (iii) any Taxes (other than Excluded Taxes) with respect to payment of Additional Amounts or beneficial owner’s being a bank receiving such interest any reimbursement pursuant to a loan agreement entered into this sentence, in each case, to the ordinary course extent not otherwise reimbursed by the payment of its trade or business any Additional Amount and not excluded from the requirement to pay Additional Amounts, as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will successor to the Company, as the case may be, shall also (i) make such withholding or deduction to the extent required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnishor any successor to the Company, as the case may be, shall furnish the Trustee within 60 30 days after the date the payment of any such Taxes is due pursuant to applicable law, to the Trustee, certified copies of tax receipts (to evidencing the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available successor to the Holders upon requestCompany, as the case may be, or other evidence of such payment reasonably satisfactory to the Trustee. It is understood, however, that the Trustee is under no obligation to request such certified copies of tax receipts evidencing the payment. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees Securities is due and payable, if the Company or any Guarantor becomes will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date)those payments, the Company will shall deliver to each Paying Agent the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and stating the amount so amounts that will be payable and will set setting forth such any other information as necessary to enable such Paying Agent the Trustee to pay such Additional Amounts to the Holders of the Notes Securities on the payment date. Whenever in this Indenture or any Security there is mentioned, in any context, (a) the payment of principal (and the principal, premium, if any), (b) purchase prices or interest, or sinking fund or analogous payment, if any, in connection with a purchase respect of the Notes, (c) such Security or overdue principal or overdue interest or (d) any other amount payable on overdue sinking fund or with respect to any of the Notes or the Note Guaranteesanalogous payment, such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section herein to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as thereof pursuant to the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic provisions of France or this Section and express mention thereof in any jurisdiction provisions hereof shall not be construed as excluding Additional Amounts in which a Paying Agent those provisions hereof where such express mention is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto not made (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) aboveif applicable). The obligations of the Company or (and any Guarantor described in successor entity to the Company pursuant to Section 8.1) under this Section 4.21 will 10.5 shall survive any termination, defeasance or satisfaction and discharge the termination of this Indenture and the payment of all amounts under or with respect to the Securities. (b) Each Holder of a Security, by acceptance of such Security, agrees that, with reasonable promptness after receiving written notice from the Company to the effect that such ▇▇▇▇▇▇ is eligible for a refund in respect of Taxes actually paid by the Company pursuant to this Section 10.5, such Holder will sign and deliver, as reasonably directed by the Company, any transfer form provided to such Holder by the Company to enable such Holder to obtain a holder or beneficial owner refund in respect of its notessuch Taxes; and if such Holder thereafter receives such refund in respect of such Taxes, and such Holder will apply, mutatis mutandis, to any jurisdiction in which any successor Person promptly pay such refund to the Company (together with interest, if any, received by such Holder from the relevant taxing authority). If a Holder applies for a refund of such Taxes prior to a request by the Company to apply for such a refund, the Holder will, upon receipt of a request by the Company to apply for, or to turn over the proceeds of, any Guarantor is incorporatedsuch refund, engaged pay any such refund to the Company (together with interest, if any, received by such Holder from the relevant taxing authority), promptly upon receipt of such refund. The Company shall pay all reasonable out-of-pocket expenses incurred by a Holder in business for tax purposes or resident for tax purposes or any jurisdiction from or through which connection with obtaining such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinrefund.

Additional Amounts. (a) All payments made by or on behalf of the Company Issuer, the Co-Issuer or any Guarantor (a “Payor”) under or with respect to the Notes or the Note Guarantees will be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge charges of whatsoever nature imposed, levied, collected, withheld or assessed (including without limitationcollectively, penalties“Taxes” by the United States, interest and the Netherlands, any other liability with respect thereto) (“Taxes”)jurisdiction in which the Issuer, unless the Company Co-Issuer or any Guarantor (is then incorporated, organized, engaged in business for tax purposes, or resident for tax purposes, any Paying Agent) jurisdiction from or through which any such payment is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied made by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes Payor or any political subdivision or taxing authority thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”)), unless such deduction or withholding is required by law. (b) from any payment made In the event such deduction or withholding of Taxes is required with respect to payments under or with respect to the Notes or by law of any Relevant Taxing Jurisdiction (other than the Note GuaranteesUnited States), subject to the limitations described below, the Company or any such Guarantor Payors will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so in order that the every net amount payment received by the beneficial owner of such Holder Note of principal of or interest or any other amount payable on the Notes (including the Additional Amounts) upon redemption), after deduction or withholding for or on account of such withholding or deduction Taxes, will not be less than the amount such Holder that would have been received if in respect of such Taxes had not been withheld payments in the absence of such deduction or deducted, provided that no withholding for or on account of such Taxes. Payment of Additional Amounts will shall be payable made in accordance with respect the procedures of any applicable securities depositary. However, the Payors’ obligation to any Notepay Additional Amounts shall not apply to: (ai) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of any Taxes that would not have been so imposed but for: (1A) the date on which such payment first became due and (2) if the full amount payable has not been received by existence of any present or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to former connection between such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of between a fiduciary, settlor, beneficiary, member member, partner or shareholder or other equity owner of, or possessor of a person having a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, a nominee, a trust, a partnership limited liability company, a partnership, a corporation or other entity) and the Relevant Taxing Jurisdiction, including such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, partner or shareholder or other equity owner or person having such a corporationpower) being or having been a citizen or resident or treated as a personal holding company, passive foreign investment company, resident of the Relevant Taxing Jurisdiction or controlled foreign corporation for United States federal income tax purposes, being or as having been engaged in a corporation that accumulates earnings to avoid U.S. federal income taxtrade or business in the Relevant Taxing Jurisdiction or having or having had a permanent establishment in the Relevant Taxing Jurisdiction; (kB) when the failure of such withholding Holder or deduction for French taxes beneficial owner to comply with a request to provide any certification, information or other reporting requirement, if compliance is required under tax laws and regulations of Relevant Taxing Jurisdiction to be made by reason of that payment being (x) paid establish entitlement to a bank account opened in a financial institution established inpartial or complete exemption from such Taxes (including, but not limited to, the requirement to provide an applicable Internal Revenue Service Form W-8 (with any required attachment), or (y) paid any subsequent version thereof or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôtssuccessor thereto); (lii) when such withholding or deduction for French taxes is required to be made any Taxes imposed by reason of the Holder or beneficial owner: (A) owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of the Issuer’s stock, as described in section 871(h)(3) of the Internal Revenue Code, (B) being a bank receiving interest as described in section 881(c)(3)(A) of the Internal Revenue Code, or (C) being a controlled foreign corporation that is related to the Issuer or any Guarantor by stock ownership for U.S. federal income tax purposes; (iii) any Taxes that would not have been so imposed but for the presentation by the Holder or beneficial owner of such Note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment of the Note is duly provided for and notice is given to such Holders, whichever occurs later, except to the extent that such Holder or beneficial owner would have been entitled to such Additional Amounts on presenting such Note on any date during such 30-day period; (iv) any estate, inheritance, gift, sales, transfer, personal property, capital gains, wealth or similar Taxes; (v) any Taxes payable otherwise than by deduction or withholding from a payment on such Note or with respect to any note Guarantee; (vi) any Taxes payable by a Holder that is not the beneficial owner of the Note concurrently being Note, or that is a shareholder fiduciary, partnership, limited liability company or other similar entity, but, in each case, only to the extent that a beneficial owner, a beneficiary or settlor with respect to such fiduciary or member or partner of such partnership, limited liability company or similar entity would not have been entitled to the payment of an additional amount had such beneficial owner, beneficiary, settlor, member or partner received directly its beneficial or distributive share of the Company payment; (vii) any Taxes required to be withheld by any paying agent from any payment on any Note, if such payment can be made without such withholding by at least one other paying agent; (viii) any Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor provision that is substantively comparable), any current or future regulations or official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Internal Revenue Code or any Guarantorfiscal or regulatory legislation, rule or practice adopted pursuant to any intergovernmental agreement, treaty or convention entered into in connection with the implementation of the foregoing; (ix) any Taxes imposed under or in connection with the 2021 Dutch Withholding Tax Act (Wet bronbelasting 2021) with respect to a Holder, or, where applicable, a beneficiary of the Notes that is an entity that is related (gelieerd) to the Issuer within the meaning of the 2021 Dutch Withholding Tax Act; or (mx) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (ki), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (lix). (c) above)For purposes of this Section 2.14, the acquisition, ownership, enforcement, or holding of or the receipt of any payment with respect to a Note will not constitute a connection (x) between the Holder or beneficial owner and the United States or (y) between a fiduciary, settlor, beneficiary, member, partner or shareholder or other equity owner of, or a person having a power over, such Holder or beneficial owner if such Holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States. (d) Any reference in this Indenture or in the Notes to principal or interest or other payment on the Notes shall be deemed to refer also to Additional Amounts that may be payable under the provisions of this Section 2.14. (e) Except as specifically provided under this Section 2.14, the Issuer will not be required to make any payment with respect to any tax, duty, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority of or in the United States. The foregoing obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, indenture and will apply, apply mutatis mutandis, mutandis to any jurisdiction in which any successor Person to the Company a Payor is organized or any Guarantor is incorporated, engaged in business for tax purposes or otherwise considered to be a resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. 2.7.1 All payments made by or on behalf account of any obligation of the Company or any Guarantor Issuer under or with respect to the TCPL Sub Notes or the Note Guarantees will - Series 2019-A shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter, “Canadian Taxes”), unless or, in the Company event that a Successor Entity that is organized under the laws of a jurisdiction other than the laws of Canada or any Guarantor (province of territory thereof is substituted for the Issuer pursuant to Article 8 of the Original Indenture, by or on behalf of the government of such successor jurisdiction or any Paying Agent) is required to withhold or deduct Taxes by law subdivision thereof or by any authority or agency therein or thereof having power to tax. 2.7.2 For so long as the interpretation or administration thereof by Trust is the relevant taxing authority. If holder of TCPL Sub Notes — Series 2019-A, if the Company or any Guarantor (or any Paying Agent) Trust is so required to withhold or deduct any amount for or on account of Canadian Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Trust Notes or the Note Guarantees- Series 2019-A, the Company or any such Guarantor will Issuer shall pay to each Holder of the Notes that are outstanding on the date of the required payment, as additional interest such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the Trust may provide a net amount received by such Holder to each holder of Trust Notes — Series 2019-A (including the Additional Amounts) after such withholding or deduction will shall not be less than the amount such Holder holder of Trust Notes — Series 2019-A would have received if such Canadian Taxes had not been withheld or deducted; provided, provided however, that no Additional Amounts will shall be payable to the Trust with respect to any Note: a payment made to a holder of Trust Notes — Series 2019-A (aan “Excluded Holder”) surrendered by the Holder or the in respect of a beneficial owner thereof of Trust Notes Series 2019-A (i) with which the Trust does not deal at arm’s length (for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf purposes of the relevant Holder Income Tax Act (Canada)) at the time the amount is paid or payable, (ii) where the beneficial owner on payment is in respect of a debt or prior other obligation to pay an amount to a person with whom the payor is not dealing at arm’s length for the purposes of the Income Tax Act (Canada), (iii) which is subject to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld Canadian Taxes by reason of the failure of such holder of Trust Notes — Series 2019-A to comply by the Holder orwith any certification, if differentidentification, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents documentation or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which reporting requirement if compliance is required or imposed by a statutelaw, treatyregulation, regulation or administrative practice of the Relevant Taxing Jurisdiction or an applicable treaty as a precondition to exemption from from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iv) where all or part any portion of the amount paid to such taxholder of Trust Notes — Series 2019-A is deemed to be a dividend paid to such holder of Trust Notes — Series 2019-A pursuant to subsection 214(16) of the Income Tax Act (Canada), assessment or governmental charge; (cv) held by or on behalf of a Holder or beneficial owner who which is liable for subject to such Canadian Taxes in respect of such Note by reason of having some connection its carrying on business in or being connected with the Relevant Taxing Jurisdiction other Canada or any province or territory thereof otherwise than by the mere purchase, holding or disposition of any Note, Trust Notes — Series 2019-A or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also Trust shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with as and when required under applicable law. The Company will furnish, within 60 days after . 2.7.3 If a holder of Trust Notes — Series 2019-A has received a refund or credit for any Canadian Taxes with respect to which the date the payment of any Taxes is due Issuer has paid Additional Amounts pursuant to applicable lawthis Section 2.7, and such holder has paid over such refund to the TrusteeTrust, copies of tax receipts the Trust shall pay over such refund to the Issuer (but only to the extent received from of such Additional Amounts), net of all out-of-pocket expenses of such holder, together with any interest paid by the relevant tax authorities authority in the usual course or as generally provided) evidencing that respect of such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay refund. 2.7.4 If Additional Amounts with respect are required to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date)under this Section 2.7 as a result of a Tax Event, the Company will deliver Issuer may elect to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary redeem outstanding TCPL Sub Notes - Series 2019-A pursuant to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or therein3.3.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor under the Subsidiary Guarantors on or with respect to the Notes or the Note Guarantees will pursuant to this Indenture shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and Taxes imposed by any other liability with respect thereto) (“Taxes”)Canadian Taxing Authority, unless the Company or any Guarantor (or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authorityCanadian Taxing Authority. If the Company or any Subsidiary Guarantor (or any Paying Agentother payor) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Canadian Taxing Jurisdiction”) Authority from any payment made under or with respect to the Notes or the Note Guarantees, the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, it shall: (1) make such withholding or deduction; (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law; (3) pay the additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received by such each Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such the Holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b4) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect furnish to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnishHolders, within 60 30 days after the date the payment of any Taxes is due pursuant to applicable lawdue, to the Trustee, certified copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or such Subsidiary Guarantor; (5) indemnify and hold harmless each Holder (other than an Excluded Holder, as defined in paragraph (b) below) for the amount of (a) any Guarantor. The Trustee will make Taxes paid by each such evidence available Holder as a result of payments made on or with respect to the Holders upon request. At Notes, (b) any liability (including penalties, interest and expenses) arising from or with respect to such payments and (c) any Taxes imposed with respect to any reimbursement under the foregoing clauses (a) or (b), but excluding any such Taxes that are in the nature of Taxes on net income, taxes on capital, franchise taxes, net worth taxes and similar taxes; and (6) at least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Subsidiary Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior payment, deliver to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount amounts so payable and will set forth such other information as necessary to enable such Paying Agent the Trustee to pay such Additional Amounts to the Holders of the Notes on the payment date. (b) Notwithstanding the provisions of paragraph (a) above, no Additional Amounts shall be payable to a Person (an “Excluded Holder”) in respect of a payment made to such Person under or with respect to a Note: (1) if such Person is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of Notes or the receipt of payments thereunder; (2) if such Person waives its right to receive Additional Amounts; (3) if the Company or such Subsidiary Guarantor does not deal at arm’s length, within the meaning of the Income Tax Act (Canada) (the “Tax Act”), with such Person at the time of such payment; (4) if the Company or such Subsidiary Guarantor does not deal at arm’s length, within the meaning of the Tax Act, with another Person to whom the Company or such Subsidiary Guarantor has an obligation to pay an amount in respect of the Notes; or (5) to the extent that the Taxes giving rise to such Additional Amounts would not have been imposed but for such person being, or not dealing at arm’s length (within the meaning of Tax Act) with, a “specified shareholder” of the Company for purposes of the thin capitalization rules in the Tax Act. Whenever in this Indenture there is mentionedAny reference, in any contextcontext in this Indenture, (a) to the payment of principal (and principal, premium, if any), (b) purchase prices in connection with a purchase redemption price, Change of the NotesControl Payment, (c) interest offer price and interest, or (d) any other amount payable on under or with respect to any of the Notes or the Note GuaranteesNote, such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above)payable. The obligations of the Company or any Guarantor described in under this Section 4.21 4.20 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, apply mutatis mutandis, mutandis to any jurisdiction in which any successor Person to the Company or any Guarantor Subsidiary Guarantor, as applicable, is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department organized or any political subdivision or taxing authority or agency thereof or therein. It is understood for purposes of this Section 4.20 that the determination of the amount of Additional Amounts shall be made at the beneficial owner level.

Additional Amounts. All payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes or the Note Subsidiary Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penaltiespenalities, interest and any other liability with respect thereto) (“Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”), unless the Company or any Guarantor (or any Paying Agent) is required to withhold or deduct Taxes by law under the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note Subsidiary Guarantees, the Company or any such Guarantor (and each Paying Agent) will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received by such Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Taxtax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner (ayant-droit) of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Subsidiary Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Taxtax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such any Note is surrendered for payment in the Republic of France; (f) any withholding or deduction imposed on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to an individual which is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to European Council Directive 2003/48/EC or any other Directive implementing the Notes conclusions of the ECOFIN Council meeting of 26–27 November 2000 on the taxation of savings income or Note Guaranteesany agreement between the European Community and any jurisdiction providing for equivalent measures; (g) as a result of any combination of (a), (b), (c), (d), (e) or (f) or with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Subsidiary Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder;; or (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is imposed or levied on a payment to a Luxembourg resident individual and is required to be made by reason pursuant to the Luxembourg law of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above23 December 2005. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Subsidiary Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Subsidiary Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Subsidiary Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture Notes or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above)Subsidiary Guarantee. The obligations of the Company or any Guarantor described in this Section 4.21 4.19 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company Issuer or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or therein.

Additional Amounts. All payments made by or on behalf The Company will pay to Holders of the Company Securities such Additional Amounts as may be necessary in order that every net payment of principal, premium, if any, Change of Control Purchase Price, Redemption Price or interest in respect of any Guarantor under Securities, after deduction or with respect to the Notes or the Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed upon or as a result of such payment by (including without limitationi) Bermuda or Ireland or any political subdivision or governmental authority thereof or therein having power to tax, penalties(ii) any jurisdiction from or through which payment is made, interest and or any political subdivision or governmental authority thereof or therein having the power to tax, or (iii) any other liability with respect thereto) (“Taxes”), unless the Company or any Guarantor (or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or otherwise considered to be a resident for Tax purposes tax purposes, or any political subdivision or governmental authority thereof or therein or any jurisdiction by or through which payment is made (eachhaving the power to tax, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note Guarantees, the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received by such Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount provided for in such Holder would have received if such Taxes had not been withheld or deductedSecurities to be then due and payable; provided, provided however, that no the foregoing obligation to pay Additional Amounts will be payable not apply (a) with respect to any Note:Security presented for payment by, or on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges in respect of such Securities by reason of such Holder being a resident, domiciliary or national of, or engaging in business or maintaining a permanent establishment or being physically present in, a Relevant Taxing Jurisdiction, or any political subdivision or taxing authority thereof or therein, or other- wise having some connection with a Relevant Taxing Jurisdiction, or any political subdivision or taxing authority thereof or therein, other than the mere holding of such Securities; (ab) surrendered by to any tax, assessment or other governmental charge which would not have been imposed but for the fact that such Holder or the beneficial owner thereof (i) presented its Securities for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the TrusteeRelevant Date, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering if it had presented such Note Securities for payment on any day during within the applicable 30-day periodperiod or (ii) presented such Securities for payment in the Relevant Taxing Jurisdiction, unless such Securities could not have been presented for payment elsewhere; (bc) if to any Taxtax, assessment or other governmental charge is which would not have been imposed or withheld by reason of but for the failure to comply comply, following a request by the Holder orCompany to the Holder, if differentwith any certification, the beneficial owner of the Note with a request addressed to such Holder identification or beneficial owner to provide information, documents or other evidence reporting requirements concerning the nationality, residence, identity or connection with the a Relevant Taxing Jurisdiction Jurisdiction, or any political subdivision or taxing authority thereof or therein, of such the Holder or beneficial owner which of the Securities, if compliance is required by statute or imposed by regulation of a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction Jurisdiction, or any political subdivision or taxing authority thereof or therein, as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (cd) held by or on behalf with respect to any Holder that has elected not to permit redemption of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment thereinits Securities pursuant to Section 11.8; (de) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Taxtax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes tax, assessment or other governmental charge that are is payable otherwise other than by withholding or deduction or withholding from a payment with respect to the Notes or Note Guarantees;at source; or (g) any combination of clauses (a) through (f) above. In addition, the Company will not pay Additional Amounts with respect to any payment made by of principal of, or on behalf of the Company premium, if any, interest or any Guarantor in respect of other amounts on, any Note or Note Guarantee Security to any Holder who is a fiduciary or partnership fiduciary, partnership, limited liability company or other than the sole beneficial owner of such payment a Security, to the extent that the payment would be required by the laws of the Relevant Taxing Jurisdiction, or any political subdivision or relevant taxing authority thereof or therein, to be included in the income for tax purposes of a beneficiary beneficiary, partner, member or settlor with respect to such fiduciary or a member of such partnership or limited liability company or a beneficial owner who would not have been entitled to any such Additional Amounts had such beneficiary or settlor or beneficial owner it been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor Issuers under or with respect to the Notes or Securities and by the Note Guarantees Company under the Guaranty will be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutylevies, levyduties, impostfees, assessment assessments or other governmental charge charges of whatever nature (including without limitation"Taxes") imposed, penaltieslevied, interest and collected or assessed by or on behalf of any other liability with respect thereto) (“Taxes”)taxing authority within the Cayman Islands or Thailand, unless the Issuers are or the Company or any Guarantor (or any Paying Agent) is is, as the case may be, required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authoritythereof. If the Issuers are or the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct or if the Issuers are or the Company is otherwise required to pay any amount for or on account of Taxes imposed by a taxing authority within the Cayman Islands or levied by Thailand from or on behalf in respect of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes Securities or the Note GuaranteesGuaranty, the Company Issuers or any such Guarantor the Company, as the case may be, will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“"Additional Amounts”") as may be necessary so that the net amount received by such each Holder and beneficial owner of Securities (including the Additional Amounts) after such withholding or deduction or other payment of Taxes will not be less than the amount such Holder or beneficial owner would have received if such Taxes had not been withheld or deducteddeducted or paid; provided, provided however, that no Additional Amounts will be payable with respect to a payment made to a Holder or beneficial owner of Securities with respect to any Note: Tax: (ai) surrendered by which would not have been imposed, payable or due but for the existence of any present or former connection between such Holder (or the beneficial owner thereof of, or Person ultimately entitled to obtain an interest in, such Securities) and the Cayman Islands or Thailand, as the case may be, other than the mere holding of such Securities; (ii) which would not have been imposed, payable or due if such Securities had been held in definitive registered form ("Definitive Registered Securities") and the presentation of Definitive Registered Securities for payment of principal more than had occurred within 30 days after the later of (1) the date on which such payment first became was due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due datewas provided for, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trusteewhichever is later, except for Additional Amounts with respect to the extent Taxes that the Holder would have been entitled to imposed had the holder presented such Additional Amounts on surrendering such Note Securities for payment on any day date during the applicable 30-such 30 day period; ; (biii) if any that is an estate, inheritance, gift, sales, transfer, personal property or similar Tax, assessment or other governmental charge ; (iv) that is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide informationcomply, documents at the reasonable request of the Issuers or the Company, as the case may be, with certification, information or other evidence reporting requirements concerning the nationality, residence, residence or identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which if such compliance is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; Tax; (cv) held by or on behalf of a Holder or if the beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Noteof, or Person ultimately entitled to obtain an interest in, such Securities had been the receipt of payments made by or on behalf Holder of the Company Securities and would not be entitled to the payment of Additional Amounts; or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (dvi) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes payments on or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder;Security. (hb) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of The Issuers or the U.S. Internal Revenue Code of 1986Company, as amendedthe case may be, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); will also (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also 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 Issuers or the Company, as the case may be, will furnishmake reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each taxing authority imposing such Taxes. The Issuers or the Company, as the case may be, will furnish to the Holders, within 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, to the Trustee, either certified copies of tax receipts evidencing such payment by the Issuers or the Company, as the case may be, or, if such receipts are not obtainable, other evidence of such payments by the Issuers or the Company. (c) In addition, the Issuers or the Company, as the case may be, will upon written request of each Holder (subject to the extent received from exclusions set forth in (i), (ii), (iii), (iv), (v) and (vi) of paragraph (a) above), and provided that reasonable supporting documentation is provided, reimburse each such Holder for the relevant tax authorities in the usual course amount of any Taxes levied or as generally provided) evidencing that such payment has been made imposed by the Company Cayman Islands or any Guarantor. The Trustee will make Thailand and paid by such evidence available Holder as a result of payments made under or with respect to the Holders upon requestSecurities or under the Guaranty. Any payment pursuant to this section shall be an Additional Amount. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes Securities or under the Note Guarantees Guaranty is due and payable, if the Issuers or the Company or any Guarantor becomes will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after payment, the 30th day prior to the date on which payment under Issuers or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent the Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, payable and the amount amounts so payable and will set forth such other information as necessary to enable such Paying Agent the Trustee to pay such Additional Amounts to the Holders of the Notes Securities on the payment date. Whenever in the Indenture or in this Indenture Security there is mentioned, in any context, (a) the payment of amounts based upon the principal (and of, premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) of any other amount payable on under or with respect to any of the Notes Security or the Note Guarantees, Guaranty such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor. (e) In addition, as the case may be, Issuers will pay any present or future stamp, court issue, registration, documentary, value added or documentary other similar taxes or any and other excise or property taxes, charges or similar levies that arise duties (including interest and penalties) payable in the United States, the Republic of France Cayman Islands or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto Thailand (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereintaxing authority of either jurisdiction) and in the United States in respect of the creation, issue, offering, execution or enforcement of the Securities, the Guaranty or any documentation with respect thereto.

Additional Amounts. All payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes or the Note Subsidiary Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect thereto) (“Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”), unless the Company or any Guarantor (or any Paying Agent) is required to withhold or deduct Taxes by law under the laws of the Relevant Taxing Jurisdiction or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) Jurisdiction from any payment made under or with respect to the Notes or the Note Subsidiary Guarantees, the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in all other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received by such Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder or the beneficial owner would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Taxtax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner (ayant-droit) of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or the beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Subsidiary Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Taxtax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such any Note is surrendered for payment in the Republic of France; (f) on account as a result of any Taxes that are payable otherwise than by deduction combination of (a), (b), (c), (d) or withholding from a payment with respect to the Notes (e) or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Subsidiary Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (hg) on account of any Tax that such withholding or deduction is imposed or levied on a payment to a Luxembourg resident individual and is required to be made pursuant to sections 1471 through 1474 the Luxembourg law of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”)23 December 2005; (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (kh) when such withholding or deduction for French taxes is required to be made by reason of that payment interest being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-non- coopératif) as defined in Article 238-0 A of the French Code général des impôts; (li) in case of Taxes which are payable otherwise than by withholding or deduction from a payment made under or with respect to the Notes; (j) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (mk) Any combination of items (a) through (j) above. Notwithstanding any other provision of this Indenture, all amounts to be paid on account the Notes by or on behalf of the Company or by any Guarantor, will be paid net of any combination deduction or withholding imposed or required pursuant to an agreement described in Section 1471(b) of the aboveU.S. Internal Revenue Code of 1986, as amended (the “Code”), or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (any such withholding or deduction, a “FATCA Withholding”). Neither the Company nor any other person, including any Guarantor, will be required to pay any Additional Amounts in respect of FATCA Withholding. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Subsidiary Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Subsidiary Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Subsidiary Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Subsidiary Guarantee, the Indenture or any other document documents related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (ka) and (l) or any combination of items through (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 4.19 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company Issuer or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or therein.

Additional Amounts. All Unless specified pursuant to Section 3.01, all payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes Securities or Guarantees (whether or not in the Note Guarantees form of definitive notes) of any series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect thereto) (“Taxes”), unless the Company withholding or any Guarantor (or any Paying Agent) deduction is then required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authoritygovernment authority or agency. If the Company any deduction or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for withholding for, or on account of of, any Taxes imposed or levied under the laws of Canada or by or on behalf of any jurisdiction in which the Company or any Subsidiary Guarantor (including any successor entitiesor other surviving entity) is then organized incorporated, engaged in business or resident for Tax purposes tax purpose or any political subdivision or taxing authority thereof or therein or any jurisdiction by from or through which payment is made by or on behalf of the Company or any Subsidiary Guarantor (including, without limitation, the jurisdiction of an paying agent) (each, a “Relevant Taxing Tax Jurisdiction”) will at any time be required to be made from any payment payments made under or with respect to the Notes Securities, including, without limitation, payments of principal, redemption price, purchase price, interest or the Note Guaranteespremium, the Company or any such Guarantor the relevant Subsidiary Guarantor, as applicable, will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received in respect of such payments by such Holder (including the Additional Amounts) each holder after such withholding or deduction (including with respect to Additional Amounts) will not be less than the amount such Holder the holder would have received if such Taxes had not been withheld or deducted; provided, provided however, that no Additional Amounts will be payable with respect to any Noteto: (a1) surrendered by any Taxes that would not have been imposed but for the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note Securities being a citizen or resident or national of, incorporated in or carrying on a business, in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the mere acquisition, holding, enforcement or receipt of payment in respect of the Securities; (2) any Taxes that are imposed or withheld as a request addressed to such result of the failure of the Holder or beneficial owner of the Securities to comply with any reasonable written request, made to that Holder or beneficial owner in writing at least 90 days before any such withholding or deduction would be payable, by the Company to provide information, documents or other evidence timely and accurate information concerning the nationality, residence, residence or identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner or to make any valid and timely declaration or similar claim or satisfy any certification, information or other reporting requirement, which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing relevant Tax Jurisdiction as a precondition to any exemption from or reduction in all or part of such tax, assessment or governmental chargeTaxes; (c3) held by or on behalf of a any Security presented for payment (where Securities are in definitive form and presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with (except to the Relevant Taxing Jurisdiction other than extent that the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having would have been a citizen or resident thereof or being or having entitled to Additional Amounts had the Security been present or engaged in a trade or business therein or having had a permanent establishment thereinpresented on any day during such 30-day period); (d4) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental chargeTaxes; (e5) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes withheld, deducted or imposed on a payment to an individual and that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid pursuant to a bank account opened in a financial institution established in, European Council Directive 2003/48/EC or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A any other directive implementing the conclusions of the French Code général des impôtsECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to such Directive; (l6) when such withholding or deduction for French taxes any Taxes which the payor is not required to be made by reason of deduct or withhold from payments under, or with respect to, the Holder Securities; (7) any Taxes withheld, deducted or imposed because the holder or beneficial owner of the Note concurrently being a shareholder of notes does not deal at arm’s length with the Company or a relevant Guarantor at a relevant time for purposes of any Guarantorthe Income Tax Act (Canada); or (m) on account of 8) any combination of the items (1) through (7) above. The Company or any the relevant Subsidiary Guarantor will also make such withholding all withholdings or deduction deductions required by law and will remit the full amount deducted or withheld to the relevant taxing authority as and when required in accordance with applicable law. The Company will furnishpay all taxes, within 60 days after interest and other liabilities which arise by virtue of any failure of the date Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. Upon request, the Company will provide to the Trustees an official receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory to the Trustees evidencing the payment of any Taxes is due pursuant so deducted or withheld. The Company will attach to applicable law, to each certified copy or other document a certificate stating the Trusteeamount of such Taxes paid per $1,000 principal amount of the Securities then outstanding. Upon request, copies of tax those receipts (or other documentation, as the case may be, will be made available by the Trustees to the Holders of the Securities. The Company will indemnify each Trustee and each Holder of the Securities for and hold them harmless against the full amount of any Taxes paid by or on behalf of such Trustee or such Holder to the extent received such Trustee or such Holder was entitled to Additional Amounts with respect thereto. A certificate as to the amount of such requested indemnification, delivered by the Trustee or by the Holder, shall be conclusive absent manifest error. In addition, the Company will pay and indemnify the Trustee and the Holder for any present or future stamp, court or documentary taxes, and any other excise or property taxes, charges or similar levies which arise in a Tax Jurisdiction from the relevant tax authorities execution and delivery of this Indenture or the execution, delivery or registration of the Securities or with respect to payments on the Securities. All amounts discussed in this paragraph shall be payable by the usual course or as generally provided) evidencing that Company on demand and shall bear interest at the rate borne by the Securities, calculated from the date incurred by the Holder to the date paid by the Company. All such payment has been made by amounts shall be Additional Amounts for the purpose of this Indenture. If the Company or any Guarantor. The Trustee Subsidiary Guarantor becomes aware that it will make such evidence available be obligated to the Holders upon request. At least 30 days prior pay Additional Amounts with respect to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payableSecurities, if the Company or any Guarantor becomes obligated will deliver to pay Additional Amounts with respect the Trustees on a date that is at least 30 days prior to such the date of that payment (unless such the obligation to pay Additional Amounts arises after the 30th day prior to the date on which that payment under or with respect to the Notes or the Note Guarantees is due and payabledate, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent shall notify the Trustees promptly thereafter) an Officers’ Certificate stating the fact that such Additional Amounts will be payable, payable and the amount estimated to be so payable and will payable. The Officers’ Certificate must also set forth such any other information as reasonably necessary to enable such any Paying Agent to pay such Additional Amounts to the Holders of the Notes on the relevant payment date. Whenever The Trustees shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. The Company will provide the Trustees with documentation reasonably satisfactory to the Trustees evidencing the payment of Additional Amounts. References in this Indenture there is mentionedto interest, in any context, (a) principal or other payments made or to be made by the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or Company with respect to any of the Notes or the Note Guarantees, such mention is Securities shall be deemed also to include mention of refer to the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would Section 3.01 that may be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic provisions of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will 10.05 shall survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinIndenture.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor either Issuer under or with respect to the Notes 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 tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect liabilities related thereto) (“hereinafter "Taxes”), ") unless the Company withholding or any Guarantor (or any Paying Agent) deduction of such Taxes is then required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authoritylaw. If the Company any deduction or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for withholding for, or on account of of, any Taxes imposed or levied by or on behalf of the government of the Republic of ▇▇▇▇▇▇▇▇ Islands or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Company or any Guarantor either Issuer (including any successor entitiesentity) is then organized or is otherwise resident for Tax purposes or any political subdivision thereof or therein tax purposes, or any jurisdiction by from or through which payment is made (eachincluding, without limitation, the jurisdiction of each Paying Agent) (each a “Relevant Taxing "Specified Tax Jurisdiction”) "), will at any time be required to be made from any payment payments made under or with respect to the Notes or the Note GuaranteesNotes, the Company or any such Guarantor Issuer will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in or the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“"Additional Amounts”") as may be necessary so that the net amount received in respect of such payments by such a Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted; provided, provided however, that no the foregoing obligation to pay Additional Amounts will be payable with respect to any Notedoes not apply to: (a1) surrendered by any Taxes that would not have been so imposed but for the Holder or the beneficial owner thereof of the Notes having any present or former connection with the Specified Tax Jurisdiction (other than the mere acquisition, ownership, holding, enforcement or receipt of payment in respect of the Notes); (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (3) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes; (4) any Taxes imposed as a result of the failure of the Holder or beneficial owner of the Notes, to the extent it is legally entitled to do so, to complete, execute and deliver to the Partnership any form or document to the extent applicable to such Holder or beneficial owner that may be required by law or by reason of administration of such law and which is reasonably requested in writing to be delivered to the Partnership in order to enable the Issuers to make payments on the Notes without deduction or withholding for Taxes, or with deduction or withholding of a lesser amount, which form or document will be delivered within 60 days of a written request therefor by the Partnership; (5) any Taxes that would not have been so imposed but for the beneficiary of the payment having presented a Note for payment of principal (in cases in which presentation is required) more than 30 days after the later of (1) the date on which such payment first or such Note became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on whichwhich payment thereof is duly provided for, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Note been presented on surrendering the last day of such Note for payment on any day during the applicable 30-day period); (b6) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction imposed on or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee Issuers to any the Holder who if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment payment, 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 would not have been entitled to any Additional Amounts had such beneficiary or settlor beneficiary, settlor, member or beneficial owner been the Holderactual Holder of such Note; (h7) on account of any Tax Taxes that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is are required to be made by reason of that deducted or withheld on a payment being (x) paid pursuant to a bank account opened in a financial institution established inEuropean Council Directive 2003/48/EC or any law implementing, or (y) paid or accrued introduced in order to a person established or domiciled inconform to, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantordirective; or (m) on account of 8) any combination of the items (1) through (7) above. The Company or any Guarantor . (b) If either Issuer becomes aware that it will also make such withholding or deduction and remit the full amount deducted or withheld be obligated to the relevant authority in accordance pay Additional Amounts with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant respect to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or Notes, the Note Guarantees is due Partnership will deliver to the Trustee and payable, if Paying Agent at least 30 days prior to the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such date of that payment (unless such the obligation to pay Additional Amounts arises after the 30th day prior to the date on which that payment under or with respect to the Notes or the Note Guarantees is due and payabledate, in which case it the Partnership will be paid notify the Trustee and Paying Agent promptly thereafter and but in any case before no event later than two Business Days prior to the relevant payment date), the Company will deliver to each Paying Agent date of payment) an Officers’ Officer's Certificate stating the fact that such Additional Amounts will be payable, payable and the amount so payable and will payable. The Officer's Certificate must also set forth such any other information as necessary to enable such the Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. The Trustee and Paying Agent will be entitled to rely solely on such Officer's Certificate as conclusive proof that such payments are necessary. The Partnership will provide the Trustee and Paying Agent with documentation evidencing the payment of Additional Amounts. (c) Each Issuer will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant governmental authority on a timely basis in accordance with applicable law. As soon as practicable, the Partnership will provide the Trustee and Paying Agent with an official receipt or, if official receipts are not obtainable, other documentation evidencing the payment of the Taxes so withheld or deducted. Upon request, copies of those receipts or other documentation, as the case may be, will be made available by the Trustee and Paying Agent to the Holders of the Notes on the payment date. Notes. (d) Whenever in this the Indenture there is mentionedreferenced, in any context, (a) the payment of amounts based upon the principal (and premium, if any), (b) purchase prices in connection with a purchase amount of the NotesNotes or of principal, (c) interest or (d) any other amount payable on under, or with respect to any of to, the Notes or the Note GuaranteesNotes, such mention is reference will be deemed to include mention of the payment of Additional Amounts provided for in as described under this section heading to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (e) Each Issuer will indemnify a Holder, within 10 Business Days after written demand therefor, for the full amount of any Taxes paid by such Holder to a governmental authority of a Specified Tax Jurisdiction, on or with respect to any payment by on or account of any obligation of such Issuer to withhold or deduct an amount on account of Taxes for which such Issuer would have been obliged to pay Additional Amounts hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority. The Company A certificate as to the amount of such payment or liability delivered to the Partnership by a Guarantor, as the case may be, Holder will be conclusive absent manifest error. (f) Each Issuer will pay any present or future stamp, court, issue, registration, value added, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located Specified Tax Jurisdiction from the initial issue execution, delivery, enforcement or registration of the Notes Notes, the Indenture or on any other document or instrument in relation thereof, or the enforcement receipt of any payments with respect to the Notes, other than, for the avoidance of doubt, any Transfer Taxes (each such tax, a "Note GuaranteeIssuance Tax"), and such Issuer will indemnify the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to Holders for any such Note Issuance Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer paid by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinHolders.

Additional Amounts. All payments made by by, or on behalf of of, the Company or any Guarantor under or with respect to the Notes or the Note Guarantees will Notes, including, but not limited to, payments of principal (including, if applicable, any Redemption Price) and payments of interest, shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including without limitation, penalties, interest and any other liability with respect thereto) (“Taxes”)charges of whatever nature, unless the Company such withholding or any Guarantor (or any Paying Agent) deduction is required to withhold by law. In the event that any such taxes, duties, assessments or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes governmental charges imposed or levied by or on behalf of within any jurisdiction in which the Company or any Guarantor (including any successor entities) is then is, for tax purposes, organized or resident for Tax purposes or doing business or through which any payment is made or deemed made (or any political subdivision or taxing authority thereof or therein or any jurisdiction by or through which payment is made therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payment payments made under by the Company or its Paying Agent with respect to the Notes or the Note GuaranteesNotes, the Company or any such Guarantor will shall pay to each Holder the holder, of the Notes that are outstanding on such Additional Amounts (the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so to ensure that the net amount received by such Holder (including the Additional Amounts) beneficial owner after such withholding or deduction will not be less than (and after deducting any taxes on the amount such Holder Additional Amounts) shall equal the amounts that would have been received if by such Taxes beneficial owner had not no such withholding or deduction been withheld or deductedrequired; provided, provided that no Additional Amounts will shall be payable with respect to any Notepayable: (a) surrendered by for or on account of: (i) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (A) the Holder existence of any present or former connection between the holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction, other than merely holding or enforcing rights under such Note or the beneficial owner thereof for payment receipt of principal payments or deliveries thereunder; (B) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of (1I) the date on which the payment of the principal of (including the Redemption Price, if applicable) and interest on such Note became due and payable pursuant to the terms thereof or (II) the date on which such payment first became due and (2) if the full amount payable has not been received by was made or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trusteeduly provided for, except to the extent that the Holder holder or beneficial owner of such Note would have been entitled to such Additional Amounts on surrendering presenting such Note for payment on any day during the applicable 30-day period;last date of such period of 30 days; or (bC) if any Tax, assessment or other governmental charge is imposed or withheld by reason the failure of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder holder or beneficial owner to comply with a timely request from the Company, addressed to the holder, to provide certification, information, documents or other evidence concerning the such holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such Holder or beneficial owner which matters, if and to the extent that due and timely compliance with such request is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as a precondition to exemption from all which Additional Amounts would have otherwise been payable to such holder or part of such tax, assessment or governmental chargebeneficial owner; (cii) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, salevalue added, use, sales, transfer, excise, personal property or other similar Taxtax, assessment or other governmental charge; (eiii) except in the case of the winding up of the Company any tax, duty, assessment or any Guarantor, if such Note other governmental charge that is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment payments or deliveries under or with respect to the Notes or Note GuaranteesNotes; (giv) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Code or any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States of America 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 IRS under FATCA; (v) 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, assessment or governmental charge by presenting the relevant Note to, or otherwise accepting payment or delivery from, another paying agent or conversion agent; or (vi) any combination of taxes referred to in the preceding clauses (i), (ii), (iii), (iv) or (v); or (b) with respect to any payment made by or on behalf of the Company or any Guarantor in respect principal of any Note or Note Guarantee to any Holder who (including the Redemption Price, if applicable) and interest on such Note, if the holder is a fiduciary or fiduciary, partnership or person other than the sole beneficial owner of such that payment or delivery to the extent that such payment or delivery 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 any such Additional Amounts had such beneficiary or settlor that beneficiary, settlor, partner, member or beneficial owner been the Holder;holder thereof. (hc) on account The payment of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result principal of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of including the total combined voting power of all classes of stock of the Company entitled to voteRedemption Price, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(hif applicable) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of interest on any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course Note or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts other amount payable with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will shall be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section the Indenture to the extent, that, in such context, extent that Additional Amounts are, were or would be payable in respect thereof. The . (d) If the Company is required to make any deduction or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located withholding from the initial issue or registration of the Notes or on the enforcement of any payments or deliveries with respect to the Notes, any Note GuaranteeNotes pursuant to this Section 1.10 herein, the Indenture or any other document related thereto (limited, in case of Taxes attributable Company shall deliver to the receipt of payments thereto, Trustee and the holders official tax receipts evidencing the remittance to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations the relevant tax authorities of the Company amounts so withheld or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereindeducted.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes 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 tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect liabilities related thereto) (hereinafter “Taxes”), ) unless the Company withholding or any Guarantor (or any Paying Agent) deduction of such Taxes is then required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authoritylaw. If the Company any deduction or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for withholding for, or on account of of, any Taxes imposed or levied by or on behalf of the government of the Republic of ▇▇▇▇▇▇▇▇ Islands or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Company or any Guarantor (including any successor entitiesentity) is then organized or is otherwise resident for Tax purposes or any political subdivision thereof or therein tax purposes, or any jurisdiction by from or through which payment is made (eachincluding, without limitation, the jurisdiction of each paying agent) (each a “Relevant Taxing Specified Tax Jurisdiction”) ), will at any time be required to be made from any payment payments made under or with respect to the Notes or the Note Guarantees, Notes. the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received in respect of such payments by such a Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted; provided, provided however, that no the foregoing obligation to pay Additional Amounts will be payable with respect to any Notedoes not apply to: (ai) surrendered by any Taxes that would not have been so imposed but for the Holder or the beneficial owner thereof of the Notes having any present or former connection with the Specified Tax Jurisdiction (other than the mere acquisition, ownership, holding, enforcement or receipt of payment in respect of the Notes); (ii) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (iii) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes; (iv) any Taxes imposed as a result of the failure of the Holder or beneficial owner of the Notes to complete, execute and deliver to the Company any form or document to the extent applicable to such Holder or beneficial owner that may be required by law 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 payments on the Notes without deduction or withholding for Taxes, or with deduction or withholding of a lesser amount, which form or document will be delivered within 60 days of a written request therefor by the Company; (v) any Taxes that would not have been so imposed but for the beneficiary of the payment having presented a Note for payment of principal (in cases in which presentation is required) more than 30 days after the later of (1) the date on which such payment first or such Note became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on whichwhich payment thereof is duly provided for, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Note been presented on surrendering the last day of such Note for payment on any day during the applicable 30-day period); (bvi) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction imposed on or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any the Holder who if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment payment, 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 would not have been entitled to any Additional Amounts had such beneficiary or settlor beneficiary, settlor, member or beneficial owner been the Holderactual Holder of such Note; (hvii) on account of any Tax Taxes that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is are required to be made by reason of that deducted or withheld on a payment being (x) paid pursuant to a bank account opened in a financial institution established inEuropean Council Directive 2003/48/EC or any law implementing, or (y) paid or accrued introduced in order to a person established or domiciled inconform to, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantordirective; or (mviii) on account of any combination of the items (i) through (vii) above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts . (to the extent received from the relevant tax authorities in the usual course or as generally providedb) evidencing that such payment has been made by If the Company or any Guarantor. The Trustee becomes aware that it will make such evidence available be obligated to the Holders upon request. At least 30 days prior pay Additional Amounts with respect to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payableNotes, if the Company or any Guarantor becomes obligated will deliver to pay Additional Amounts with respect the Trustee and Paying Agent at least 30 days prior to such the date of that payment (unless such the obligation to pay Additional Amounts arises after the 30th day prior to the date on which that payment under or with respect to the Notes or the Note Guarantees is due and payabledate, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each notify the Trustee and Paying Agent in writing promptly thereafter but in no event later than five calendar days prior to the date of payment) an Officers’ Certificate stating the fact that such Additional Amounts will be payable, payable and the amount so payable and will payable. The Officers’ Certificate shall also set forth such any other information as necessary to enable such the Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. The Trustee and Paying Agent will be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. The Company will provide the Trustee and Paying Agent with documentation evidencing the payment of Additional Amounts. (c) The Company will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant governmental authority on a timely basis in accordance with applicable law. As soon as practicable, the Company will provide the Trustee and Paying Agent with an official receipt or, if official receipts are not obtainable, other documentation evidencing the payment of the Taxes so withheld or deducted. Upon written request, copies of those receipts or other documentation, as the case may be, will be made available by the Trustee and Paying Agent to the Holders of the Notes on the payment date. Notes. (d) Whenever in the Indenture or this First Supplemental Indenture there is mentionedreferenced, in any context, (a) the payment of amounts based upon the principal (and premium, if any), (b) purchase prices in connection with a purchase amount of the NotesNotes or of principal, (c) interest or (d) any other amount payable on under, or with respect to any of to, the Notes or the Note GuaranteesNotes, such mention is reference will be deemed to include mention of the payment of Additional Amounts provided for in as described under this section heading to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. . (e) The Company will indemnify a Holder, within 10 Business Days after written demand therefor, for the full amount of any Taxes paid by such Holder to a governmental authority of a Specified Tax Jurisdiction, on or with respect to any payment by on or account of any obligation of the Company to withhold or deduct an amount on account of Taxes for which the Company would have been obligated to pay Additional Amounts hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to the Company by a Guarantor, as the case may be, Holder will be conclusive absent manifest error. (f) The Company will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located Specified Tax Jurisdiction from the initial issue execution, delivery, enforcement or registration of the Notes Notes, the Indenture or on any other document or instrument in relation thereof, or the enforcement receipt of any payments with respect to the Notes, any Note Guarantee, and the Indenture or any other document related thereto (limited, in case of Taxes attributable to Company will indemnify the receipt of payments thereto, to Holders for any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer taxes paid by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinHolders.

Additional Amounts. All payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes or the Note Guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect thereto) (“Taxes”), unless the Company or any Guarantor (or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agenta Guarantor, if any) or other applicable withholding agent is so required by law to deduct or withhold taxes imposed by Bermuda or deduct any amount for or another Relevant Tax Jurisdiction on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (eachpayments to Holders, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note Guarantees, the Company or any such Guarantor it will pay to each any Holder of the Notes that are outstanding on the date of the required payment, such so entitled all additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as that may be necessary so that the net every Net Payment of interest, principal, premium or other amount received by such Holder (including the Additional Amounts) after such withholding beneficial owner on that Note or deduction the guarantee will not be less than the amount such Holder would have received if such Taxes had not been withheld provided for in that Note or deducted, provided that no Additional Amounts will be payable with respect to any Note:the Note Guarantee. (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of The Company (and Guarantors, if any) will also indemnify and reimburse Holders for: (1) Taxes (including any interest, penalties and related expenses) imposed on the date on which such payment first became due and Holders (2) or if the full amount payable has a Holder is not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due dateowner, the date on which, the full amount having been so received, notice to that effect shall have been given beneficial owner) by a Relevant Tax Jurisdiction if and to the Holders or the beneficial owners by the Trustee, except to the same extent that the a Holder would have been entitled to such Additional Amounts receive additional amounts if the Company (or a Guarantor) or other applicable withholding agent had been required to deduct or withhold those taxes from payments on surrendering such the Notes or the Note for payment on Guarantees; and (2) Stamp, court, documentary or similar taxes or charges (including any day during interest, penalties and related expenses) imposed by a Relevant Tax Jurisdiction in connection with the applicable 30-day period;execution, delivery, enforcement or registration of the Notes or the Note Guarantees or other related documents and obligations. (b) if The Company (or a Guarantor) will not pay additional amounts to any TaxHolder for or on account of any of the following: (1) Any tax, assessment or other governmental charge imposed solely because at any time there is or was a connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of or possessor of power over the relevant holder if the holder is an estate, nominee, trust, partnership, limited liability company, or corporation) and the Relevant Tax Jurisdiction imposing the tax (other than the mere receipt of a payment or the acquisition, ownership, disposition or holding of, or enforcement of rights under, a Note or the Note Guarantees); (2) Any estate, inheritance, gift or any similar tax, assessment or other governmental charge; (3) Any tax, assessment or other governmental charge imposed solely because such Holder (or withheld by reason of if such Holder is not the failure to comply by the Holder or, if differentbeneficial owner, the beneficial owner of the Note owner) fails to comply with a request addressed to such Holder or beneficial owner to provide informationany certification, documents identification or other evidence reporting requirement concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction taxing jurisdiction of such Holder or any beneficial owner which of the Note or the Note Guarantees, if compliance is required by law or imposed by an applicable income tax treaty to which the jurisdiction imposing the tax is a statuteparty, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to an exemption from all or part of such the tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental chargecharge for which such Holder is eligible and the Company (or a Guarantor) has given the Holders at least 60 days’ notice that Holders will be required to provide such information and identification; (e4) except in the case of the winding up of the Company Any tax, assessment or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment other governmental charge with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any a Note or a Note Guarantee presented for payment more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for and notice thereof given to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment Holders, whichever occurs later, except to the extent that a beneficiary or settlor or beneficial owner such Holder of the Note would not have been entitled to additional amounts on presenting the Note for payment on any Additional Amounts had such beneficiary or settlor or beneficial owner been date during the Holder;30-day period; and (h5) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such Any withholding or deduction for French taxes imposed on a payment to an individual that is required to be made pursuant to the European Union Directive on the taxation of savings income, which was adopted by reason of that payment being (x) paid to a bank account opened in a financial institution established inthe ECOFIN Council on June 3, 2003, or (y) paid any law implementing or accrued complying with, or introduced in order to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Guaranteesconform to, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinDirective.

Additional Amounts. All payments made by or on behalf of the Company or any Guarantor PCS under or with respect to the Notes or the Note Guarantees will Securities shall be made in U.S. Dollars and shall be free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect thereto) (“Taxes”), unless the Company or any Guarantor (or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note Guarantees, the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received by such Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note:withholding (a) surrendered by with which PCS does not deal at arm's length (within the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf meaning of the relevant Holder Income Tax Act (Canada)) at the time of making such payment, or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge which is imposed or withheld subject to such Taxes by reason of the failure to comply its being connected with Canada or any province or any territory thereof otherwise than by the Holder or, if different, the beneficial owner mere holding of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, Securities or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor PCS will also in accordance with applicable law (a) make such withholding or deduction deduction, and (b) remit the full amount deducted or withheld to the relevant authority in accordance with applicable lawauthority. The Company PCS will furnishfurnish to the Holder of such Securities, within 60 30 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, certified copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been by PCS. PCS will indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (a) any Taxes so levied or imposed and paid by such Holder as a result of payments made by the Company under or with respect to Securities, (b) any Guarantor. The Trustee will make liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (c) any Taxes imposed with respect to any reimbursement under (a) or (b) in this sentence, but excluding any such evidence available to the Holders upon requestTaxes on such Holder's net income. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees Securities is due and payable, if the Company or any Guarantor becomes PCS will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payablepayment, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company PCS will deliver to each Paying Agent the Trustee an Officers’ Officer's Certificate stating the fact that such Additional Amounts will be payable, and the amount amounts so payable and will set forth such other information as necessary to enable such Paying Agent the Trustee to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever Wherever in this Indenture there is mentioned, in any contextcontext except in the case of Section 502(a), the payment of the principal of (aor premium, if any) or interest on, or in respect of, any Security of any series or payment of any related coupon or the net proceeds received on the sale or exchange of any Security of any series, the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on under or with respect to any of the Notes or the Note Guaranteesa Security, such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company obligations of PCS under this Section 1009 shall survive the termination of this Indenture and the payment of all amounts under or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinSecurities.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor under the Subsidiary Guarantors on or with respect to the Notes or the Note Guarantees will pursuant to this Indenture shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and Taxes imposed by any other liability with respect thereto) (“Taxes”)Canadian Taxing Authority, unless the Company or any Guarantor (or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authorityCanadian Taxing Authority. If the Company or any Subsidiary Guarantor (or any Paying Agentother payor) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Canadian Taxing Jurisdiction”) Authority from any payment made under or with respect to the Notes or the Note Guarantees, the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, it shall: (1) make such withholding or deduction; (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law; (3) pay the additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received by such Holder each holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder the holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b4) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect furnish to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnishHolders, within 60 30 days after the date the payment of any Taxes is due pursuant to applicable lawdue, to the Trustee, certified copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or such Subsidiary Guarantor; (5) indemnify and hold harmless each Holder (other than an Excluded Holder, as defined in paragraph (b) below) for the amount of (a) any Guarantor. The Trustee will make Taxes paid by each such evidence available Holder as a result of payments made on or with respect to the Holders upon request. At Notes, (b) any liability (including penalties, interest and expenses) arising from or with respect to such payments and (c) any Taxes imposed with respect to any reimbursement under the foregoing clauses (a) or (b), but excluding any such Taxes that are in the nature of Taxes on net income, taxes on capital, franchise taxes, net worth taxes and similar taxes; and (6) at least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Subsidiary Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior payment, deliver to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount amounts so payable and will set forth such other information as necessary to enable such Paying Agent the Trustee to pay such Additional Amounts to the Holders of the Notes on the payment date. (b) Notwithstanding the provisions of paragraph (a) above, no Additional Amounts shall be payable to a Person (an “Excluded Holder”) in respect of a payment made to such Person under or with respect to a Note: (1) if such Person is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, holding or disposition of Notes or the receipt of payments thereunder; (2) if such Person waives its right to receive Additional Amounts; (3) if the Company or such Subsidiary Guarantor does not deal at arm’s length, within the meaning of the Income Tax Act (Canada), with such Person at the time of such payment; (4) if the Company or such Subsidiary Guarantor does not deal at arm’s length, within the meaning of the Income Tax Act (Canada), with another Person to whom the Company or such Subsidiary Guarantor has an obligation to pay an amount in respect of the Notes; or (5) to the extent that the Taxes giving rise to such Additional Amounts would not have been imposed but for such person being, or not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with, a “specified shareholder” of the Company for purposes of the thin capitalization rules in the Income Tax Act (Canada). Whenever in this Indenture there is mentionedAny reference, in any contextcontext in this Indenture, (a) to the payment of principal (and principal, premium, if any), (b) purchase prices in connection with a purchase redemption price, Change of the NotesControl Amount, (c) interest offer price and interest, or (d) any other amount payable on under or with respect to any of the Notes or the Note GuaranteesNote, such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above)payable. The obligations of the Company or any Guarantor described in under this Section 4.21 4.20 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, apply mutatis mutandis, mutandis to any jurisdiction in which any successor Person to the Company or any Guarantor Subsidiary Guarantor, as applicable, is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department organized or any political subdivision or taxing authority or agency thereof or therein. It is understood for purposes of this Section 4.20 that the determination of the amount of Additional Amounts shall be made at the beneficial owner level.

Additional Amounts. All After the occurrence of a Non-U.S. Domicile Transaction with respect to any Obligor or any successor in interest to an Obligor (each such Obligor or successor, a “non-U.S. Payor”), all payments made by or a non-U.S. Payor on behalf of the Company or any Guarantor under or with respect to the Notes or any guarantee of the Note Guarantees Notes will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other similar governmental charge (including without limitationcollectively, penalties, interest and any other liability with respect thereto) (“Taxes”), ) unless the Company such withholding or any Guarantor (or any Paying Agent) deduction is required to withhold or deduct Taxes by law or by the interpretation or of administration thereof by the relevant taxing authorityof law. If the Company any deduction or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for withholding for, or on account of of, any Taxes imposed or levied by or on behalf of of: (1) any jurisdiction in which (other than the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes United States or any political subdivision or governmental authority thereof or therein or any jurisdiction by having power to tax) from or through which payment on the Notes or any guarantee of the Notes is made by or on behalf of a non-U.S. Payor, or any political subdivision or governmental authority thereof or therein having the power to tax; or (each2) any jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) in which a non-U.S. Payor that actually makes a payment on the Notes or its guarantee of the Notes is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (1) and (2), a “Relevant Taxing Jurisdiction”) ), will at any time be required from any payment payments made under or with respect to the Notes or any guarantee of the Note GuaranteesNotes, including payments of principal, redemption price, interest or premium, if any, the Company or any such Guarantor non-U.S. Payor will pay to each Holder of the Notes that are outstanding on the date of the required payment, (together with such payments) such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so in order that the net amount amounts received in respect of such payments by such the Holder (including the Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amount such Holder amounts that would have been received if in respect of such Taxes had not been withheld payments on the Notes or deductedthe guarantees of the Notes in the absence of such withholding or deduction; provided, provided however, that no such Additional Amounts will be payable with respect to any Notefor or on account of: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) any Taxes that would not have been so imposed or levied but for the date on which such payment first became due and (2) if the full amount payable has not been received by existence of any present or on behalf of former connection between the relevant Holder (or the beneficial owner on between a fiduciary, settlor, beneficiary, partner, member or prior to such due dateshareholder of, or possessor of power over, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder orrelevant Holder, if different, the beneficial owner of the Note with a request addressed to such Holder is an estate, nominee, trust, partnership, limited liability company or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with 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) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Notes or any guarantee of the Notes or the enforcement or receipt of any payment in respect thereof; (2) any Taxes that would not have been so imposed or levied if the Holder of the Note had complied with a reasonable request in writing of the non-U.S. Payor (such request being made at a time that would enable such Holder acting reasonably to comply with that request) to make a declaration of nonresidence or beneficial owner any other claim or filing or satisfy any certification, identification, information or reporting requirement for exemption from, or reduction in the rate of, withholding to which it is entitled (provided that such declaration of nonresidence or other claim, filing or requirement is required or imposed by a statutethe applicable law, treaty, regulation or official administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all from, or part reduction in the rate of deduction or withholding of, any such tax, assessment or governmental chargeTaxes); (c3) held any Taxes that are payable otherwise than by withholding from a payment on or with respect to the Notes or any guarantee of the Notes; (4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar Taxes; (5) 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, or otherwise accepting payment from, another Paying Agent; (6) 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 liable 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 other official guidance relating to such intergovernmental agreements); or (7) 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 Taxes in respect payment (where presentation is required) within 30 days after the relevant payment was due and first made available for payment to the Holder (provided that notice of such Note by reason of having some connection with payment is given to the Relevant Taxing Jurisdiction other than Holders), except to the mere purchase, holding or disposition of any Note, or extent that the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in such Person would have been entitled to Additional Amounts on presenting the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in on any date during such 30-day period or (y) where, had the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of the Note been the Holder of the Note, such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any payment of Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account by reason of any Tax that is imposed pursuant of clauses (1) to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a 7) inclusive above. The non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); Payor will (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s make or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required cause to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is any required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and (ii) remit or cause to be remitted the full amount deducted or withheld to the relevant taxing authority of the Relevant Taxing Jurisdiction in accordance with applicable law. The Company non-U.S. Payor will furnish, within 60 days after the date use reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes is due pursuant to applicable law, 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 TrusteeTrustee and the Holders. If, copies notwithstanding the efforts of tax receipts (such non-U.S. Payor to obtain such receipts, the extent received from same are not obtainable, such non-U.S. Payor will provide the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to and the Holders upon requestwith other reasonable evidence. At If any non-U.S. 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 each the date on which any payment under or with respect of such payment, the non-U.S. Payor will deliver to the Notes or Trustee an Officer’s Certificate stating the Note Guarantees is due fact that Additional Amounts will be payable and payable, if the Company or any Guarantor becomes obligated amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts with respect to such Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises after the 30th day less than 45 days prior to the date on which relevant payment under or with respect to the Notes or the Note Guarantees is due and payabledate, in which case it will be paid promptly thereafter the non-U.S. Payor shall deliver such Officer’s Certificate and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts promptly as practicable after the date that is 30 days prior to the Holders payment date). The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. Wherever in this Indenture, the Notes or any guarantee of the Notes on the payment date. Whenever in this Indenture there is mentionedmention of, in any context, : (a1) the payment of principal principal; (and premium, if any), (b2) redemption prices or purchase prices in connection with a redemption or purchase of the Notes, ; (c3) interest or interest; or (d4) any other amount payable on or with respect to any of the Notes or any guarantee of the Note Guarantees, Notes; such mention is reference shall be deemed to include mention of the payment of Additional Amounts provided for in as described under this section Section 2.13 to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, non-U.S. Payor will pay any present or future stamp, court or documentary taxes Taxes, or any other excise or excise, property taxes, charges or similar levies Taxes that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located Relevant Taxing Jurisdiction from the execution, delivery, issuance, initial issue resale, registration or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the this Indenture or any other document related or instrument in relation thereto (limited, in case other than a transfer of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) aboveNotes). The foregoing obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, apply mutatis mutandis, mutandis to any jurisdiction in which any successor Person to the Company a non-U.S. Payor is organized or any Guarantor is incorporated, engaged in business for tax purposes or otherwise considered to be a resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Company Issuer, the Co-Issuer or any Guarantor (a “Payor”) under or with respect to the Notes or the Note Guarantees will be made free and clear of of, and without deduction or withholding or deduction for or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge charges of whatsoever nature imposed, levied, collected, withheld or assessed (including without limitationcollectively, penalties, interest and any other liability with respect thereto) (“Taxes”)) by the United States, unless the Company Netherlands, any other jurisdiction in which the Issuer, the Co-Issuer or any Guarantor (is then incorporated, organized, engaged in business for tax purposes, or resident for tax purposes, any Paying Agent) jurisdiction from or through which any such payment is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied made by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes Payor or any political subdivision or taxing authority thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”), unless such deduction or withholding is required by law. (b) from any payment made In the event such deduction or withholding of Taxes is required with respect to payments under or with respect to the Notes or by law of any Relevant Taxing Jurisdiction (other than the Note GuaranteesUnited States), subject to the limitations described below, the Company or any such Guarantor Payors will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so in order that the every net amount payment received by the beneficial owner of such Holder Note of principal of or interest or any other amount payable on the Notes (including the Additional Amounts) upon redemption), after deduction or withholding for or on account of such withholding or deduction Taxes, will not be less than the amount such Holder that would have been received if in respect of such Taxes had not been withheld payments in the absence of such deduction or deducted, provided that no withholding for or on account of such Taxes. Payment of Additional Amounts will shall be payable made in accordance with respect the procedures of any applicable securities depositary. However, the Payors’ obligation to any Notepay Additional Amounts shall not apply to: (ai) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of any Taxes that would not have been so imposed but for: (1A) the date on which such payment first became due and (2) if the full amount payable has not been received by existence of any present or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to former connection between such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of between a fiduciary, settlor, beneficiary, member member, partner or shareholder or other equity owner of, or possessor of a person having a power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, a nominee, a trust, a partnership limited liability company, a partnership, a corporation or other entity) and the Relevant Taxing Jurisdiction, including such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, partner or shareholder or other equity owner or person having such a corporationpower) being or having been a citizen or resident or treated as a personal holding company, passive foreign investment company, resident of the Relevant Taxing Jurisdiction or controlled foreign corporation for United States federal income tax purposes, being or as having been engaged in a corporation that accumulates earnings to avoid U.S. federal income taxtrade or business in the Relevant Taxing Jurisdiction or having or having had a permanent establishment in the Relevant Taxing Jurisdiction; (kB) when the failure of such withholding Holder or deduction for French taxes beneficial owner to comply with a request to provide any certification, information or other reporting requirement, if compliance is required under tax laws and regulations of Relevant Taxing Jurisdiction to be made by reason of that payment being (x) paid establish entitlement to a bank account opened in a financial institution established inpartial or complete exemption from such Taxes (including, but not limited to, the requirement to provide an applicable Internal Revenue Service Form W-8 (with any required attachment), or (y) paid any subsequent version thereof or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôtssuccessor thereto); (lii) when such withholding or deduction [reserved]; (iii) any Taxes that would not have been so imposed but for French taxes is required to be made the presentation by reason of the Holder or beneficial owner of such Note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment of the Note is duly provided for and notice is given to such Holders, whichever occurs later, except to the extent that such Holder or beneficial owner would have been entitled to such Additional Amounts on presenting such Note on any date during such 30-day period; (iv) any estate, inheritance, gift, sales, transfer, personal property, capital gains, wealth or similar Taxes; (v) any Taxes payable otherwise than by deduction or withholding from a payment on such Note or with respect to any note Guarantee; (vi) any Taxes payable by a Holder that is not the beneficial owner of the Note concurrently being Note, or that is a shareholder fiduciary, partnership, limited liability company or other similar entity, but, in each case, only to the extent that a beneficial owner, a beneficiary or settlor with respect to such fiduciary or member or partner of such partnership, limited liability company or similar entity would not have been entitled to the payment of an additional amount had such beneficial owner, beneficiary, settlor, member or partner received directly its beneficial or distributive share of the Company payment; (vii) any Taxes required to be withheld by any paying agent from any payment on any Note, if such payment can be made without such withholding by at least one other paying agent; (viii) any Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor provision that is substantively comparable), any current or future regulations or official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Internal Revenue Code or any Guarantorfiscal or regulatory legislation, rule or practice adopted pursuant to any intergovernmental agreement, treaty or convention entered into in connection with the implementation of the foregoing; (ix) any Taxes imposed under or in connection with the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021); or (mx) on account of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix). (c) For purposes of this Section 2.14, the above. The Company acquisition, ownership, enforcement, or any Guarantor will also make such withholding holding of or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment receipt of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to a Note will not constitute a connection (x) between the Notes Holder or the Note Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, beneficial owner and the amount so payable United States or (y) between a fiduciary, settlor, beneficiary, member, partner or shareholder or other equity owner of, or a person having a power over, such Holder or beneficial owner if such Holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever United States. (d) Any reference in this Indenture there is mentioned, or in any context, (a) the payment of Notes to principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) or interest or other payment on the Notes shall be deemed to refer also to Additional Amounts that may be payable under the provisions of this Section 2.14. (de) Except as specifically provided under this Section 2.14, the Issuer will not be required to make any other amount payable on or payment with respect to any of the Notes tax, duty, assessment or the Note Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay other governmental charge imposed by any present or future stamp, court or documentary taxes government or any other excise political subdivision or property taxes, charges taxing authority of or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture Netherlands or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above)Jurisdiction. The foregoing obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, indenture and will apply, apply mutatis mutandis, mutandis to any jurisdiction in which any successor Person to the Company a Payor is organized or any Guarantor is incorporated, engaged in business for tax purposes or otherwise considered to be a resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All After the occurrence of a Non-U.S. Domicile Transaction with respect to any Obligor or any successor in interest to an Obligor (each such Obligor or successor, a “non-U.S. Payor”), all payments made by or a non-U.S. Payor on behalf of the Company or any Guarantor under or with respect to the Notes or any guarantee of the Note Guarantees Notes will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other similar governmental charge (including without limitationcollectively, penalties, interest and any other liability with respect thereto) (“Taxes”), ) unless the Company such withholding or any Guarantor (or any Paying Agent) deduction is required to withhold or deduct Taxes by law or by the interpretation or of administration thereof by the relevant taxing authorityof law. If the Company any deduction or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for withholding for, or on account of of, any Taxes imposed or levied by or on behalf of of: (1) any jurisdiction in which (other than the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes United States or any political subdivision or governmental authority thereof or therein or any jurisdiction by having power to tax) from or through which payment on the Notes or any guarantee of the Notes is made by or on behalf of a non-U.S. Payor, or any political subdivision or governmental authority thereof or therein having the power to tax; or (each2) any jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) in which a non-U.S. Payor that actually makes a payment on the Notes or its guarantee of the Notes is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (1) and (2), a “Relevant Taxing Jurisdiction”) ), will at any time be required from any payment payments made under or with respect to the Notes or any guarantee of the Note GuaranteesNotes, including payments of principal, redemption price, interest or premium, if any, the Company or any such Guarantor non-U.S. Payor will pay to each Holder of the Notes that are outstanding on the date of the required payment, (together with such payments) such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so in order that the net amount amounts received in respect of such payments by such the Holder (including the Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amount such Holder amounts that would have been received if in respect of such Taxes had not been withheld payments on the Notes or deductedthe guarantees of the Notes in the absence of such withholding or deduction; provided, provided however, that no such Additional Amounts will be payable with respect to any Notefor or on account of: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) any Taxes that would not have been so imposed or levied but for the date on which such payment first became due and (2) if the full amount payable has not been received by existence of any present or on behalf of former connection between the relevant Holder (or the beneficial owner on between a fiduciary, settlor, beneficiary, partner, member or prior to such due dateshareholder of, or possessor of power over, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder orrelevant Holder, if different, the beneficial owner of the Note with a request addressed to such Holder is an estate, nominee, trust, partnership, limited liability company or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with 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) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Notes or any guarantee of the Notes or the enforcement or receipt of any payment in respect thereof; (2) any Taxes that would not have been so imposed or levied if the Holder of the Note had complied with a reasonable request in writing of the non-U.S. Payor (such request being made at a time that would enable such Holder acting reasonably to comply with that request) to make a declaration of nonresidence or beneficial owner any other claim or filing or satisfy any certification, identification, information or reporting requirement for exemption from, or reduction in the rate of, withholding to which it is entitled (provided that such declaration of nonresidence or other claim, filing or requirement is required or imposed by a statutethe applicable law, treaty, regulation or official administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all from, or part reduction in the rate of deduction or withholding of, any such tax, assessment or governmental chargeTaxes); (c3) held any Taxes that are payable otherwise than by withholding from a payment on or with respect to the Notes or any guarantee of the Notes; (4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar Taxes; (5) 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, or otherwise accepting payment from, another Paying Agent; (6) 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 liable 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 other official guidance relating to such intergovernmental agreements); or (7) 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 Taxes in respect payment (where presentation is required) within 30 days after the relevant payment was due and first made available for payment to the Holder (provided that notice of such Note by reason of having some connection with payment is given to the Relevant Taxing Jurisdiction other than Holders), except to the mere purchase, holding or disposition of any Note, or extent that the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in such Person would have been entitled to Additional Amounts on presenting the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in on any date during such 30-day period or (y) where, had the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of the Note been the Holder of the Note, such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any payment of Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account by reason of any Tax that is imposed pursuant of clauses (1) to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a 7) inclusive above. The non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); Payors will (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s make or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required cause to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is any required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and (ii) remit or cause to be remitted the full amount deducted or withheld to the relevant taxing authority of the Relevant Taxing Jurisdiction in accordance with applicable law. The Company non-U.S. Payor will furnish, within 60 days after the date use reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes is due pursuant to applicable law, 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 TrusteeTrustee and the Holders. If, copies notwithstanding the efforts of tax receipts (such non-U.S. Payor to obtain such receipts, the extent received from same are not obtainable, such non-U.S. Payor will provide the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to and the Holders upon requestwith other reasonable evidence. At If any non-U.S. 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 each the date on which any payment under or with respect of such payment, the non-U.S. Payor will deliver to the Notes or Trustee an Officer’s Certificate stating the Note Guarantees is due fact that Additional Amounts will be payable and payable, if the Company or any Guarantor becomes obligated amount so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts with respect to such Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises after the 30th day less than 45 days prior to the date on which relevant payment under or with respect to the Notes or the Note Guarantees is due and payabledate, in which case it will be paid promptly thereafter the non-U.S. Payor shall deliver such Officer’s Certificate and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts promptly as practicable after the date that is 30 days prior to the Holders payment date). The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. Wherever in this Indenture, the Notes or any guarantee of the Notes on the payment date. Whenever in this Indenture there is mentionedmention of, in any context, : (a1) the payment of principal principal; (and premium, if any), (b2) redemption prices or purchase prices in connection with a redemption or purchase of the Notes, ; (c3) interest or interest; or (d4) any other amount payable on or with respect to any of the Notes or any guarantee of the Note Guarantees, Notes; such mention is reference shall be deemed to include mention of the payment of Additional Amounts provided for in as described under this section Section 2.13 to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, non-U.S. Payors will pay any present or future stamp, court or documentary taxes Taxes, or any other excise or excise, property taxes, charges or similar levies Taxes that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located Relevant Taxing Jurisdiction from the execution, delivery, issuance, initial issue resale, registration or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the this Indenture or any other document related or instrument in relation thereto (limited, in case other than a transfer of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) aboveNotes). The foregoing obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, apply mutatis mutandis, mutandis to any jurisdiction in which any successor Person to the Company a non-U.S. Payor is organized or any Guarantor is incorporated, engaged in business for tax purposes or otherwise considered to be a resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments made by or on behalf of the Company or any Guarantor Issuers under or with respect to the Notes or the Note Guarantees will shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied by or on behalf of the Government of Canada or of any province or territory thereof or by any authority or agency therein or thereof having power to tax (including without limitation, penalties, interest and any other liability with respect thereto) (“hereinafter "Taxes”"), unless the Company or any Guarantor (or any Paying Agent) is Issuers are required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authoritythereof. If the Company or any Guarantor (or any Paying Agent) is Issuers are so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note GuaranteesNotes, the Company or any such Guarantor will Issuers shall pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“"Additional Amounts”") as may be necessary so that the net amount received by such each Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such the Holder would have received if such Taxes had not been withheld or deducted, ; provided that no Additional Amounts will be payable with respect to any Note: a payment made to a Holder (aan "Excluded Holder") surrendered by (i) with which either Issuer does not deal at arm's length (within the Holder or meaning of the beneficial owner thereof for payment Income Tax Act (Canada)) at the time of principal more than 30 days after the later of (1) the date on which making such payment first became due and or (2ii) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior which is subject to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld Taxes by reason of the failure to comply its being connected with Canada or any province or territory thereof otherwise than by the Holder or, if different, the beneficial owner mere holding of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, Notes or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); . The Issuers shall also (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also 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 will furnishIssuers shall furnish to the Holders of the Notes, within 60 30 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, certified copies of tax receipts evidencing such payment by the Issuers. The Issuers shall indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the extent received from the relevant tax authorities in the usual course Notes, (ii) any liability (including penalties, interest and expenses) arising therefrom or as generally providedwith respect thereto, and (iii) evidencing that such payment has been made by the Company any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or levied with respect to any Guarantor. The Trustee will make such evidence available to the Holders upon requestreimbursement under clause (i) or (ii) above. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes Issuers will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after payment, the 30th day prior Issuers shall deliver to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent Trustee an Officers’ ' Certificate stating the fact that such Additional Amounts will be payable, and the amount amounts so payable and will shall set forth such other information as necessary to enable such Paying Agent the Trustee to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase redemption price, Change of the NotesControl Payment, (c) Offered Price, interest or (d) any other amount payable on under or with respect to any of the Notes or the Note Guarantees, such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as thereof pursuant to the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in provisions of this Section 4.17 and express mention of the United States, the Republic payment of France or Additional Amounts (if applicable) in any jurisdiction provisions hereof shall not be construed as excluding Additional Amounts in which a Paying Agent those provisions hereof where such express mention is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto not made (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) aboveif applicable). The obligations of the Company or any Guarantor described in Issuers under this Section 4.21 will 4.17 shall survive any termination, defeasance or satisfaction and discharge the termination of this Indenture and the payment of all amounts under or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person with respect to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinNotes.

Additional Amounts. 2.6.1 All payments made by or on behalf account of any obligation of the Company or any Guarantor Issuer under or with respect to the TCPL Sub Notes or the Note Guarantees will - Series 2016-A shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or agency therein or thereof having power to tax (hereinafter, “Canadian Taxes”), unless or, in the Company event that a Successor Entity that is organized under the laws of a jurisdiction other than the laws of Canada or any Guarantor (province of territory thereof is substituted for the Issuer pursuant to Article 8 of the Original Indenture, by or on behalf of the government of such successor jurisdiction or any Paying Agent) is required to withhold or deduct Taxes by law subdivision thereof or by any authority or agency therein or thereof having power to tax. 2.6.2 For so long as the interpretation or administration thereof by Trust is the relevant taxing authority. If holder of TCPL Sub Notes — Series 2016-A, if the Company or any Guarantor (or any Paying Agent) Trust is so required to withhold or deduct any amount for or on account of Canadian Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Trust Notes or the Note Guarantees- Series 2016-A, the Company or any such Guarantor will Issuer shall pay to each Holder of the Notes that are outstanding on the date of the required payment, as additional interest such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the Trust may provide a net amount received by such Holder to each holder of Trust Notes — Series 2016-A (including the Additional Amounts) after such withholding or deduction will shall not be less than the amount such Holder holder of Trust Notes — Series 2016-A would have received if such Canadian Taxes had not been withheld or deducted; provided, provided however, that no Additional Amounts will shall be payable to the Trust with respect to any Note: a payment made to a holder of Trust Notes — Series 2016-A (aan “Excluded Holder”) surrendered by the Holder or the in respect of a beneficial owner thereof of Trust Notes Series 2016-A (i) with which the Trust does not deal at arm’s length (for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf purposes of the relevant Holder or Income Tax Act (Canada)) at the beneficial owner on or prior time of the making of such payment, (ii) which is subject to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld Canadian Taxes by reason of the failure of such holder of Trust Notes — Series 2016-A to comply by the Holder orwith any certification, if differentidentification, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents documentation or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which reporting requirement if compliance is required or imposed by a statutelaw, treatyregulation, regulation or administrative practice of the Relevant Taxing Jurisdiction or an applicable treaty as a precondition to exemption from from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or part any portion of the amount paid to such taxholder of Trust Notes — Series 2016-A is deemed to be a dividend paid to such holder of Trust Notes — Series 2016-A pursuant to subsection 214(16) of the Income Tax Act (Canada), assessment or governmental charge; (civ) held by or on behalf of a Holder or beneficial owner who which is liable for subject to such Canadian Taxes in respect of such Note by reason of having some connection its carrying on business in or being connected with the Relevant Taxing Jurisdiction other Canada or any province or territory thereof otherwise than by the mere purchase, holding or disposition of any Note, Trust Notes — Series 2016-A or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will also Trust shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with as and when required under applicable law. The Company will furnish, within 60 days after . 2.6.3 If a holder of Trust Notes — Series 2016-A has received a refund or credit for any Canadian Taxes with respect to which the date the payment of any Taxes is due Issuer has paid Additional Amounts pursuant to applicable lawthis Section 2.6, and such holder has paid over such refund to the TrusteeTrust, copies of tax receipts the Trust shall pay over such refund to the Issuer (but only to the extent received from of such Additional Amounts), net of all out-of-pocket expenses of such holder, together with any interest paid by the relevant tax authorities authority in the usual course or as generally provided) evidencing that respect of such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay refund. 2.6.4 If Additional Amounts with respect are required to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date)under this Section 2.6 as a result of a Tax Event, the Company will deliver Issuer may elect to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary redeem outstanding TCPL Sub Notes - Series 2016-A pursuant to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or therein3.3.

Additional Amounts. All payments to be made by or on behalf of the Company under this Agreement, or any Guarantor under or with respect to the Notes or the Note Guarantees will as a result of entering into this Agreement, shall be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutylevies, levyassessments, impostimposts, assessment duties or other governmental charge (including without limitation, penalties, interest and any other liability with respect thereto) (“Taxes”), charges whatsoever unless the Company or any Guarantor (or any Paying Agent) is required by law to withhold or deduct Taxes by law such taxes, levies, assessments, imposts, duties or by the interpretation or administration thereof by the relevant taxing authoritycharges. If the Company compensation (including the Initial Purchasers’ commissions) is or any Guarantor other amounts to be received by the Initial Purchasers under this Agreement (including, without limitation, indemnification and contribution payments and reimbursable expenses), or as a result of entering into this Agreement, are subject to any Paying Agent) is so required to withhold present or deduct future taxes, levies, assessments, deductions, withholdings, imposts, duties or charges of any amount for or on account of Taxes nature, including interest, penalties and additions thereto, imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by from or through which payment is made (eachother than, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note Guarantees, the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interestany Initial Purchaser, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received by such Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted, provided that no Additional Amounts will be payable with respect to any Note: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) the date on which such payment first became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment income or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed tax due solely as a result of such Initial Purchaser’s connection with or establishment in such jurisdiction, other than solely from such Initial Purchaser having executed, delivered or performed its obligations, received any amounts, or enforced its rights under this Agreement) (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of “Taxes”), then the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related will pay to the Company within Initial Purchasers an additional amount so that the meaning of section 864(d)(4) of Initial Purchasers retain, after taking into consideration all such Taxes, an amount equal to the Code, amounts owed to them as compensation or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or beneficial owner, otherwise under this Agreement as if such Holder or beneficial owner is an estate, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings amounts had not been subject to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the aboveTaxes. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of If any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course are collected by deduction or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date)withholding, the Company will deliver provide to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and Initial Purchasers copies of documentation evidencing the transmittal to the proper authorities of the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the Taxes deducted or withheld within 15 days after payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereofTaxes. The Company or a Guarantorfurther agrees to indemnify and hold harmless the Initial Purchasers against any documentary, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxessales, charges transaction or similar levies that arise in issue tax, including any interest and penalties, on the United Statescreation, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration and sale of the Notes or Securities, and on the execution, delivery, performance and enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinTransaction Documents.

Additional Amounts. All payments made (a) The Company hereby agrees that any amounts to be paid by or on behalf of the Company or any Guarantor under or with respect to the Notes each Security shall be paid without deduction or the Note Guarantees will be made free withholding for any and clear of all present and without withholding or deduction for or on account of any present or future taxtaxes, dutylevies, levy, impost, assessment imposts or other governmental charge charges whatsoever imposed, assessed, levied or collected by or for the account of (including without limitationi)(x) the Republic of Panama or any political subdivision or taxing authority thereof or (y) the jurisdiction of incorporation (other than the United States or any political subdivision or taxing authority thereof) of a successor entity to the Company pursuant to Section 8.1, penaltiesto the extent that such taxes, interest and levies, imposts or other governmental charges first become applicable as a result of such successor entity becoming the obligor on the Securities, or (ii) any other liability with respect theretojurisdiction (other than the United States or any political subdivision or taxing authority thereof) from or through which any amount is paid by the Company hereunder or where it is resident or maintains a place of business or permanent establishment (each jurisdiction described in Clauses (i) and (ii) above is referred to herein as a “Taxing Jurisdiction” and such taxes, levies, imposts or other governmental charges are referred to as “Taxes”), unless the Company withholding or deduction of such Tax is compelled by laws of the Republic of Panama or any Guarantor other applicable Taxing Jurisdiction. If any deduction or withholding of any Taxes (other than Excluded Taxes, as defined below) is ever required by the Republic of Panama or any Paying Agent) is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authority. If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Relevant other Taxing Jurisdiction”) from any payment made under or with respect to the Notes or the Note Guarantees, the Company shall (subject to compliance by the Holder or beneficial owner of each Security with any such Guarantor will applicable administrative requirements) pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that required to make the net amount received by amounts paid to each Holder of such Security or the Trustee pursuant to the terms of this Indenture or the Securities, after such deduction or withholding, equal to the amounts of principal, premium, if any, interest, if any, and sinking fund or analogous payments, if any, to which such Holder (including or the Additional Amounts) after such withholding or deduction will Trustee is entitled. However, the Company shall not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted, provided that no required to pay Additional Amounts will be payable with in respect to any Note:of the following Taxes (“Excluded Taxes”): (a1) surrendered by any present or future Taxes imposed, assessed, levied or collected as a result of the Holder or the beneficial owner thereof of a Security (i) being organized under the laws of, or otherwise being or having been a domiciliary, national or resident of, (ii) being engaged or having been engaged in a trade or business in, (iii) having or having had its principal office located in, (iv) maintaining or having maintained a permanent establishment in, (v) being or having been physically present in, or (vi) otherwise having or having had some connection (other than the connection arising solely from holding or owning such Security, or collecting principal and interest, if any, on, or the enforcement of, such Security) with the Republic of Panama or any other applicable Taxing Jurisdiction; (2) any present or future Taxes which would not have been so imposed, assessed, levied or collected but for payment of principal the fact that, where presentation is required, the relevant Security was presented more than 30 thirty days after the later date the relevant payment is first made available for payment to the Holder or beneficial owner; (3) any present or future Taxes imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (1the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the date on which such United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); (4) any present or future Taxes payable other than by deduction or withholding from payments under, or with respect to, any Security; (5) any present or future Taxes imposed in connection with a Security presented for payment first became due and (2where presentation is permitted or required for payment) if the full amount payable has not been received by or on behalf of the relevant a Holder or the beneficial owner on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed Security to the extent such Holder Taxes could have been avoided by presenting the relevant Security to, or beneficial owner otherwise accepting payment from, another Paying Agent; (6) any present or future Taxes which would not have been so imposed, assessed, levied or collected but for the failure to provide informationmake any certification, documents identification or other evidence report concerning the nationality, residence, identity or connection with the Relevant Republic of Panama or any other applicable Taxing Jurisdiction of such the Holder or beneficial owner which is required of such Security or imposed by claim for relief or exemption, if making such a statutecertification, treatyidentification, regulation other report or administrative practice claim is, under the laws, rules or regulations of the Relevant Taxing Jurisdiction as any such jurisdiction, a precondition condition to relief or exemption from all or part of such tax, assessment or governmental charge;Taxes; (c7) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment Tax or other governmental charge;duty; or (e8) any combination of Clauses (1) except in the case of the winding up of the Company or any Guarantorthrough (7) above; provided further, if that no such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are Additional Amounts shall be payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to Security held by (x) any Holder who or beneficial owner that is a fiduciary or partnership or other than not the sole beneficial owner of such payment Security, or that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner owner, partner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to any such Additional Amounts had such beneficiary the beneficiary, settlor, beneficial owner, partner or settlor or beneficial owner member been the Holder; direct holder of such Security, (hy) on account of any Tax Holder that is imposed pursuant to sections 1471 through 1474 not a resident of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any the extent that, had such Holder been a resident of the foregoingUnited States and eligible (taking into account any applicable limitation on benefits article or similar provision) for the benefit of any double taxation treaty between the United States and the applicable Taxing Jurisdiction in relation to payments of amounts due under this Indenture and any Security, such Holder would not have been entitled to such Additional Amounts, or (z) any agreements entered into pursuant to section 1471(b)(1) Holder that is a resident of the Code United States but that is not eligible for the benefit of any double taxation treaty between the United States and the applicable Taxing Jurisdiction in relation to payments of amounts due under this Indenture and any Security (but only to the extent the amount of such deduction or withholding exceeds that which would have been required had such Holder of a Security been so eligible and made all relevant claims). The Company or any such Taxsuccessor to the Company, “FATCA Withholding”); as the case may be, agrees to indemnify and hold harmless each Holder of a Security and upon written request reimburse each Holder for the amount of (i) on account any Taxes levied or imposed and paid by such Holder of any U.S. federal withholding Taxes imposed a Security (other than Excluded Taxes) as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled payments made with respect to votesuch Security, (2ii) such Holder’s any liability (including penalties, interest and expenses) arising therefrom with respect thereto, and (iii) any Taxes (other than Excluded Taxes) with respect to payment of Additional Amounts or beneficial owner’s being a bank receiving such interest any reimbursement pursuant to a loan agreement entered into this sentence, in each case, to the ordinary course extent not otherwise reimbursed by the payment of its trade or business any Additional Amount and not excluded from the requirement to pay Additional Amounts, as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the above. The Company or any Guarantor will successor to the Company, as the case may be, shall also (i) make such withholding or deduction to the extent required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnishor any successor to the Company, as the case may be, shall furnish the Trustee within 60 30 days after the date the payment of any such Taxes is due pursuant to applicable law, to the Trustee, certified copies of tax receipts (to evidencing the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available successor to the Holders upon requestCompany, as the case may be, or other evidence of such payment reasonably satisfactory to the Trustee. It is understood, however, that the Trustee is under no obligation to request such certified copies of tax receipts evidencing the payment. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees Securities is due and payable, if the Company or any Guarantor becomes will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date)those payments, the Company will shall deliver to each Paying Agent the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and stating the amount so amounts that will be payable and will set setting forth such any other information as necessary to enable such Paying Agent the Trustee to pay such Additional Amounts to the Holders of the Notes Securities on the payment date. Whenever in this Indenture or any Security there is mentioned, in any context, (a) the payment of principal (and the principal, premium, if any), (b) purchase prices or interest, or sinking fund or analogous payment, if any, in connection with a purchase respect of the Notes, (c) such Security or overdue principal or overdue interest or (d) any other amount payable on overdue sinking fund or with respect to any of the Notes or the Note Guaranteesanalogous payment, such mention is shall be deemed to include mention of the payment of Additional Amounts provided for in this section herein to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as thereof pursuant to the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic provisions of France or this Section and express mention thereof in any jurisdiction provisions hereof shall not be construed as excluding Additional Amounts in which a Paying Agent those provisions hereof where such express mention is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto not made (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) aboveif applicable). The obligations of the Company or (and any Guarantor described in successor entity to the Company pursuant to Section 8.1) under this Section 4.21 will 10.5 shall survive any termination, defeasance or satisfaction and discharge the termination of this Indenture and the payment of all amounts under or with respect to the Securities. (b) Each Holder of a Security, by acceptance of such Security, agrees that, with reasonable promptness after receiving written notice from the Company to the effect that such H▇▇▇▇▇ is eligible for a refund in respect of Taxes actually paid by the Company pursuant to this Section 10.5, such Holder will sign and deliver, as reasonably directed by the Company, any transfer form provided to such Holder by the Company to enable such Holder to obtain a holder or beneficial owner refund in respect of its notessuch Taxes; and if such Holder thereafter receives such refund in respect of such Taxes, and such Holder will apply, mutatis mutandis, to any jurisdiction in which any successor Person promptly pay such refund to the Company (together with interest, if any, received by such Holder from the relevant taxing authority). If a Holder applies for a refund of such Taxes prior to a request by the Company to apply for such a refund, the Holder will, upon receipt of a request by the Company to apply for, or to turn over the proceeds of, any Guarantor is incorporatedsuch refund, engaged pay any such refund to the Company (together with interest, if any, received by such Holder from the relevant taxing authority), promptly upon receipt of such refund. The Company shall pay all reasonable out-of-pocket expenses incurred by a Holder in business for tax purposes or resident for tax purposes or any jurisdiction from or through which connection with obtaining such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinrefund.

Additional Amounts. All After the occurrence of a Non-U.S. Domicile Transaction with respect to the Issuer or any successor in interest to the Issuer, all payments made by or the successor Person resulting from the Non-U.S. Domicile Transaction (each such successor Person resulting from a Non-U.S. Domicile Transaction, a “non-U.S. Payor”) on behalf of the Company or any Guarantor under or with respect to the Notes 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 tax, duty, levy, impost, assessment or other similar governmental charge (including without limitationcollectively, penalties, interest and any other liability with respect thereto) (“Taxes”), ) unless the Company such withholding or any Guarantor (or any Paying Agent) deduction is required to withhold or deduct Taxes by law or by the interpretation or of administration thereof by the relevant taxing authorityof law. If the Company any deduction or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for withholding for, or on account of of, any Taxes imposed or levied by or on behalf of of: (1) any jurisdiction in which (other than the Company or any Guarantor (including any successor entities) is then organized or resident for Tax purposes United States or any political subdivision or governmental authority thereof or therein or any jurisdiction by having power to tax) from or through which payment on the Notes is made by or on behalf of a non-U.S. Payor, or any political subdivision or governmental authority thereof or therein having the power to tax; or (each2) any jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) in which a non-U.S. Payor that makes a payment on the Notes is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (1) and (2), a “Relevant Taxing Jurisdiction”) ), will at any time be required from any payment payments made under or with respect to the Notes Notes, including payments of principal, redemption price, interest or the Note Guaranteespremium, if any, the Company or any such Guarantor non-U.S. Payor will pay to each Holder of the Notes that are outstanding on the date of the required payment, (together with such payments) such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so in order that the net amount amounts received in respect of such payments by such the Holder (including the Additional Amounts) after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amount such Holder amounts that would have been received if in respect of such Taxes had not been withheld payments on the Notes in the absence of such withholding or deducteddeduction; provided, provided however, that no such Additional Amounts will be payable with respect to any Notefor or on account of: (a) surrendered by the Holder or the beneficial owner thereof for payment of principal more than 30 days after the later of (1) any Taxes that would not have been so imposed or levied but for the date on which such payment first became due and (2) if the full amount payable has not been received by existence of any present or on behalf of former connection between the relevant Holder (or the beneficial owner on between a fiduciary, settlor, beneficiary, partner, member or prior to such due dateshareholder of, or possessor of power over, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on surrendering such Note for payment on any day during the applicable 30-day period; (b) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder orrelevant Holder, if different, the beneficial owner of the Note with a request addressed to such Holder is an estate, nominee, trust, partnership, limited liability company or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with 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) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Notes or the enforcement or receipt of any payment in respect thereof; (2) any Taxes that would not have been so imposed or levied if the Holder of the Note had complied with a reasonable request in writing of the non-U.S. Payor (such request being made at a time that would enable such Holder acting reasonably to comply with that request) to make a declaration of nonresidence or beneficial owner any other claim or filing or satisfy any certification, identification, information or reporting requirement for exemption from, or reduction in the rate of, withholding to which it is entitled (provided that such declaration of nonresidence or other claim, filing or requirement is required or imposed by a statutethe applicable law, treaty, regulation or official administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all from, or part reduction in the rate of deduction or withholding of, any such tax, assessment or governmental chargeTaxes); (c3) held any Taxes that are payable otherwise than by withholding from a payment on or with respect to the Notes; (4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar Taxes; (5) 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 is liable for Taxes in respect of would have been able to avoid such Tax by presenting the relevant Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Noteto, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guaranteeotherwise accepting payment from, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment thereinanother Paying Agent; (d6) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder; (h) on account of any Tax that is imposed pursuant to sections under Sections 1471 through 1474 of the U.S. Internal Revenue Code as of 1986, as amended, the date of the Offering Memorandum (the “Code”or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or other official guidance thereunderinterpretations thereof, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant thereto, and any intergovernmental agreements implementing the foregoing (including any legislation or other official guidance relating to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”intergovernmental agreements); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is required to be made by reason of that payment being (x) paid to a bank account opened in a financial institution established in, or (y) paid or accrued to a person established or domiciled in, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantor; or (m7) on account of any combination of the above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant tax authorities in the usual course or as generally provided) evidencing that such payment has been made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders upon request. At least 30 days prior to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payable, if the Company or any Guarantor becomes obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or the Note Guarantees is due and payable, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amount so payable and will set forth such other information as necessary to enable such Paying Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other amount payable on or with respect to any of the Notes or the Note Guarantees, such mention is deemed to include mention of the payment of Additional Amounts provided for in this section to the extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located from the initial issue or registration of the Notes or on the enforcement of any payments with respect to the Notes, any Note Guarantee, the Indenture or any other document related thereto (limited, in case of Taxes attributable to the receipt of payments thereto, to any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Company or any Guarantor under or with respect to the Notes 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 tax, duty, levy, impost, assessment or other governmental charge (including without limitation, penalties, interest and any other liability with respect liabilities related thereto) (hereinafter “Taxes”), ) unless the Company withholding or any Guarantor (or any Paying Agent) deduction of such Taxes is then required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant taxing authoritylaw. If the Company any deduction or any Guarantor (or any Paying Agent) is so required to withhold or deduct any amount for withholding for, or on account of of, any Taxes imposed or levied by or on behalf of the government of the Republic of ▇▇▇▇▇▇▇▇ Islands or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Company or any Guarantor (including any successor entitiesentity) is then organized or is otherwise resident for Tax purposes or any political subdivision thereof or therein tax purposes, or any jurisdiction by from or through which payment is made (eachincluding, without limitation, the jurisdiction of each paying agent) (each a “Relevant Taxing Specified Tax Jurisdiction”) ), will at any time be required to be made from any payment payments made under or with respect to the Notes or the Note Guarantees, Notes. the Company or any such Guarantor will pay to each Holder of the Notes that are outstanding on the date of the required payment, such additional amounts (in the form of (x) in the case of PIK Interest, additional PIK Interest and (y) in other cases, cash) (“Additional Amounts”) as may be necessary so that the net amount received in respect of such payments by such a Holder (including the Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted; provided, provided however, that no the foregoing obligation to pay Additional Amounts will be payable with respect to any Notedoes not apply to: (a1) surrendered by any Taxes that would not have been so imposed but for the Holder or the beneficial owner thereof of the Notes having any present or former connection with the Specified Tax Jurisdiction (other than the mere acquisition, ownership, holding, enforcement or receipt of payment in respect of the Notes); (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (3) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes; (4) any Taxes imposed as a result of the failure of the Holder or beneficial owner of the Notes to complete, execute and deliver to the Company any form or document to the extent applicable to such Holder or beneficial owner that may be required by law 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 payments on the Notes without deduction or withholding for Taxes, or with deduction or withholding of a lesser amount, which form or document will be delivered within 60 days of a written request therefor by the Company; (5) any Taxes that would not have been so imposed but for the beneficiary of the payment having presented a Note for payment of principal (in cases in which presentation is required) more than 30 days after the later of (1) the date on which such payment first or such Note became due and (2) if the full amount payable has not been received by or on behalf of the relevant Holder or the beneficial owner on or prior to such due date, the date on whichwhich payment thereof is duly provided for, the full amount having been so received, notice to that effect shall have been given to the Holders or the beneficial owners by the Trustee, whichever is later (except to the extent that the Holder would have been entitled to such Additional Amounts had the Note been presented on surrendering the last day of such Note for payment on any day during the applicable 30-day period); (b6) if any Tax, assessment or other governmental charge is imposed or withheld by reason of the failure to comply by the Holder or, if different, the beneficial owner of the Note with a request addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of such Note by reason of having some connection with the Relevant Taxing Jurisdiction other than the mere purchase, holding or disposition of any Note, or the receipt of payments made by or on behalf of the Company or any Guarantor in respect thereof or any Note Guarantee, including, without limitation, such Holder or beneficial owner being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; (d) on account of any estate, inheritance, gift, sale, transfer, personal property or other similar Tax, assessment or other governmental charge; (e) except in the case of the winding up of the Company or any Guarantor, if such Note is surrendered for payment in the Republic of France; (f) on account of any Taxes that are payable otherwise than by deduction imposed on or withholding from a payment with respect to the Notes or Note Guarantees; (g) with respect to any payment made by or on behalf of the Company or any Guarantor in respect of any Note or Note Guarantee to any the Holder who if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment payment, 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 would not have been entitled to any Additional Amounts had such beneficiary or settlor beneficiary, settlor, member or beneficial owner been the Holderactual Holder of such Note; (h7) on account of any Tax Taxes that is imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection therewith, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to any of the foregoing, or any agreements entered into pursuant to section 1471(b)(1) of the Code (any such Tax, “FATCA Withholding”); (i) on account of any U.S. federal withholding Taxes imposed as a result of (1) Holder’s or beneficial owner’s past or present actual or constructive ownership of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote, (2) such Holder’s or beneficial owner’s being a bank receiving such interest pursuant to a loan agreement entered into in the ordinary course of its trade or business as described in section 881(c)(3)(A) of the Code, (3) such Holder’s or beneficial owner’s being a “controlled foreign corporation” within the meaning of section 957 of the Code that is related to the Company within the meaning of section 864(d)(4) of the Code, or (4) the Holder’s or beneficial owner’s failure to fulfil the statement requirements of Section 871(h) or 881(c) of the Code; (j) for or on account of any Tax, duty, assessment or governmental charge imposed by reason of the Holder’s or beneficial owner’s past or present status (or the past or present status of 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, a trust, a partnership or a corporation) as a personal holding company, passive foreign investment company, or controlled foreign corporation for United States federal income tax purposes, or as a corporation that accumulates earnings to avoid U.S. federal income tax; (k) when such withholding or deduction for French taxes is are required to be made by reason of that deducted or withheld on a payment being (x) paid pursuant to a bank account opened in a financial institution established inEuropean Council Directive 2003/48/EC or any law implementing, or (y) paid or accrued introduced in order to a person established or domiciled inconform to, a non-cooperative State or territory (Etat ou territoire non-coopératif) as defined in Article 238-0 A of the French Code général des impôts; (l) when such withholding or deduction for French taxes is required to be made by reason of the Holder or the beneficial owner of the Note concurrently being a shareholder of the Company or of any Guarantordirective; or (m) on account of 8) any combination of the items (1) through (7) above. The Company or any Guarantor will also make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant to applicable law, to the Trustee, copies of tax receipts . (to the extent received from the relevant tax authorities in the usual course or as generally providedb) evidencing that such payment has been made by If the Company or any Guarantor. The Trustee becomes aware that it will make such evidence available be obligated to the Holders upon request. At least 30 days prior pay Additional Amounts with respect to each date on which any payment under or with respect to the Notes or the Note Guarantees is due and payableNotes, if the Company or any Guarantor becomes obligated will deliver to pay Additional Amounts with respect the Trustee and Paying Agent at least 30 days prior to such the date of that payment (unless such the obligation to pay Additional Amounts arises after the 30th day prior to the date on which that payment under or with respect to the Notes or the Note Guarantees is due and payabledate, in which case it will be paid promptly thereafter and in any case before the relevant payment date), the Company will deliver to each notify the Trustee and Paying Agent promptly thereafter but in no event later than two Business Days prior to the date of payment) an Officers’ Officer’s Certificate stating the fact that such Additional Amounts will be payable, payable and the amount so payable and will payable. The Officer’s Certificate shall also set forth such any other information as necessary to enable such the Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. The Trustee and Paying Agent will be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Company will provide the Trustee and Paying Agent with documentation evidencing the payment of Additional Amounts. (c) The Company will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant governmental authority on a timely basis in accordance with applicable law. As soon as practicable, the Company will provide the Trustee and Paying Agent with an official receipt or, if official receipts are not obtainable, other documentation evidencing the payment of the Taxes so withheld or deducted. Upon request, copies of those receipts or other documentation, as the case may be, will be made available by the Trustee and Paying Agent to the Holders of the Notes on the payment date. Notes. (d) Whenever in the Indenture or this First Supplemental Indenture there is mentionedreferenced, in any context, (a) the payment of amounts based upon the principal (and premium, if any), (b) purchase prices in connection with a purchase amount of the NotesNotes or of principal, (c) interest or (d) any other amount payable on under, or with respect to any of to, the Notes or the Note GuaranteesNotes, such mention is reference will be deemed to include mention of the payment of Additional Amounts provided for in as described under this section heading to the extent, extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. . (e) The Company will indemnify a Holder, within 10 Business Days after written demand therefor, for the full amount of any Taxes paid by such Holder to a governmental authority of a Specified Tax Jurisdiction, on or with respect to any payment by on or account of any obligation of the Company to withhold or deduct an amount on account of Taxes for which the Company would have been obliged to pay Additional Amounts hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to the Company by a Guarantor, as the case may be, Holder will be conclusive absent manifest error. (f) The Company will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located Specified Tax Jurisdiction from the initial issue execution, delivery, enforcement or registration of the Notes Notes, the Indenture or on any other document or instrument in relation thereof, or the enforcement receipt of any payments with respect to the Notes, any Note Guarantee, and the Indenture or any other document related thereto (limited, in case of Taxes attributable to Company will indemnify the receipt of payments thereto, to Holders for any such Taxes imposed or withheld in a Relevant Taxing Jurisdiction that are not excluded under clauses (k) and (l) or any combination of items (k) and (l) above). The obligations of the Company or any Guarantor described in this Section 4.21 will survive any termination, defeasance or satisfaction and discharge of this Indenture or any transfer taxes paid by a holder or beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes and any department or any political subdivision thereof or thereinHolders.