Common use of Additional Amounts Clause in Contracts

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free and clear of and without deduction for or on account of any and all present or future taxes, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date.

Additional Amounts. Except to (a) All payments of principal of, premium, if any, and interest on the extent required by any applicable law, regulation law, regulation or governmental policy, any Notes and all payments of, or in respect of under the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, imposts, deduction, assessments or governmental charges of whatever (“Taxes”) nature imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or within any jurisdiction in which the Company or any other jurisdiction with whicx xxx Xxmpany applicable Guarantor is organized or resident for tax purposes (or any Subsidiary has some connection (including political subdivision or taxing authority thereof or therein) or any jurisdiction (other than the United States of America) from or through which payments under this Agreement, payment is made by or on behalf of the Notes, Company or any Loan Document, Guarantor (including the Guarantee or the Secured Notes are madejurisdiction of any Paying Agent) (or any political subdivision of or any taxing authority in any thereof or therein) (each, as applicable, a “Relevant Jurisdiction”), unless such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," withholding or "Other Taxes," respectively)deduction is required by law or by regulation or governmental policy having the force of law. If the LenderIn such event, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary applicable Guarantor, as the case may be, thereunder shall be increased will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and will pay such additional amounts (“Additional Amounts”) as will result in receipt by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it such amounts as would have been received by such holder had not no such withholdings and deductions withholding or deduction been made; required, provided that no Additional Amounts will be payable for or on account of: (1) any such sum shall not be paid in respect of any Panamanian Taxestax, Bahamian Taxesduty, MI Taxes assessment or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) governmental charge that would not have been imposed but for for: (A) the existence of any present or former connection between the Holder or beneficial owner of such Note or Note Guarantee, as the case may be, and the Relevant Jurisdiction including, without limitation, such holder or beneficial owner being or having been a citizen or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein, other than merely holding such Note or the receipt of payments thereunder or under the Note Guarantee; (B) the presentation of such Note (where presentation is required) of such Secured Note for payment more than 180 thirty (30) days after the later of the date on which the payment of the principal of, premium, if any, or interest on, such payment Note became due and payable pursuant to the terms thereof or was made or duly provided for, whichever occurs later. The Lenderexcept to the extent that the holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period; (C) the failure of the holder or beneficial owner to comply with a timely request of the Company or any Guarantor addressed to the holder or beneficial owner, as the case may be, to provide information concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced or eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to such holder; or (D) the presentation of such Note (where presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (2) any estate, inheritance, gift, sale, transfer, excise or personal property or similar tax, assessment or other governmental charge; (3) any tax, duty, assessment or other governmental charge which is payable other than (i) by deduction or withholding from payments of principal of or interest on the Note or payments under the Note Guarantees, or (ii) by direct payment by the Company or applicable Guarantor in respect of claims made against the Company or the Subsidiary Guarantorsapplicable Guarantor; (4) any tax arising pursuant to Sections 1471 – 1474 of the U.S. Internal Revenue Code, as applicableany agreement entered pursuant thereto, any U.S. or non-U.S. law enacted in connection with an intergovernmental agreement related thereto, or any rules, regulations, or administrative guidance of any kind relating to any of the foregoing; or (5) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (1), (2), (3) and (4); or (b) with respect to any payment of the principal of, or premium, if any, or interest on, such Note or any payment under any Note Guarantee to such holder, if the holder is a fiduciary, partnership or person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of a Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, or a member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, or beneficial owner been the holder thereof. In addition to the foregoing, the Company and the Guarantors will also pay and indemnify the holder of a Note for any present or future stamp, issue, registration, court or documentary taxes, or any other excise or property taxes, charges or similar levies (iincluding penalties, interest and other reasonable expenses related thereto) make such withholding which are levied by any Relevant Jurisdiction on the execution, delivery, issuance, or deduction and (ii) remit registration of any of the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such caseNotes, the Lender is required Indenture, any Note Guarantee or any other document or instrument referred to furnish under therein, or the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment receipt of any Panamanian Taxespayments with respect thereto, Bahamian Taxesor enforcement of, MI Taxes any of the Notes or Other Taxes is due pursuant any Note Guarantee. The Company and the Guarantors will use all reasonable efforts to applicable law, obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each Relevant Jurisdiction imposing such payment taxes, in such form as provided in the ordinary course by the LenderRelevant Jurisdiction and as is reasonably available to the Company, and will provide such certified copies to the Trustees and the Paying Agent. Such copies shall be made available to the Holders upon request and will be made available at the offices of the Paying Agent. The Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary GuarantorsGuarantor, as applicable, will attach to each certified copy a certificate stating (x) that the amount of withholding taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding taxes paid per $1,000 principal amount of the Notes. (c) Whenever there is mentioned in any context the payment of principal of, and any premium or interest, on any Note or under any Note Guarantee, such mention will be obligated deemed to pay include payment of Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver provided for in this Indenture to the Trustee an officer's certificate stating the fact that extent that, in such context, Additional Amounts will are, were or would be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datein respect thereof.

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all (a) All payments of principal of, or in respect of the Loan, this Agreementand premium (if any) and interest on, the Notes, any Loan Document Notes or any Secured Note shall under the Subsidiary Guarantees or the JV Subsidiary Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company, deductiona Surviving Person (as defined under Section 5.01), charges an applicable Subsidiary Guarantor or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands an applicable JV Subsidiary Guarantor is organized or resident for tax purposes or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) payment is made (or any political subdivision of or any taxing authority in any thereof or therein) (each, as applicable, a “Relevant Jurisdiction”), unless such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," withholding or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be deduction is required by law to withhold or deduct by regulation or governmental policy having the force of law. In the event that any Panamanian Taxes, Bahamian Taxes, MI Taxes, such withholding or Other Taxes from or in respect of any sum payable under this Agreementdeduction is so required, the NotesCompany, any Loan Documenta Surviving Person, the Guarantee applicable Subsidiary Guarantor or the Secured Notes, the sum payable by the Company or such applicable JV Subsidiary Guarantor, as the case may be, thereunder will pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holder of each Note of such amounts as would have been received by such Holder had no such withholding or deduction been required, except that no Additional Amounts shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") payable: (i) resulting from the beneficial owner of such Secured Note carrying for or on business account of: (A) any tax, duty, assessment or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) governmental charge that would not have been imposed but for for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note, Subsidiary Guarantee or Security Document, as the case may be, and the Relevant Jurisdiction other than merely holding such Note or the receipt of payments thereunder or under a Subsidiary Guarantee or JV Subsidiary Guarantee, as the case may be, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (2) the presentation of such Note (where in cases in which presentation is required) of such Secured Note for payment more than 180 30 days after the later of the date on which the payment of the principal of, premium, if any, and interest on, such payment Note became due and payable pursuant to the terms thereof or was made or duly provided for, whichever occurs later. The Lenderexcept to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period; (3) the failure of the Holder or beneficial owner to comply with a timely request of the Company, a Surviving Person, any Subsidiary Guarantor or JV Subsidiary Guarantor addressed to the Company Holder to provide information concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the Subsidiary Guarantors, as applicable, will also (i) make extent that due and timely compliance with such request would have reduced or eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner; or (4) the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (B) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (C) any withholding or deduction that is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive amending, supplementing or replacing such Directive or any law implementing or complying with, or introduced in order to conform to, such Directive or Directives; (D) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction pursuant to the implementation of FATCA, or any other agreement pursuant to the implementation of FATCA; or (E) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B), (C) and (D); or (ii) remit to a Holder that is a fiduciary, partnership or person other than the full amount deducted or withheld sole beneficial owner of any payment, to the relevant authority in accordance with applicable law, and, in any extent that such case, the Lender is payment would be required to furnish be included for tax purposes in the income under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment laws of any Panamanian Taxes, Bahamian Taxes, MI Taxes a Relevant Jurisdiction of a beneficiary or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or settlor with respect to the Secured Notes fiduciary, or a member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner or beneficial owner been the Holder thereof. (b) Whenever there is due and payablementioned in any context the payment of principal, if premium or interest in respect of any Note, any Subsidiary Guarantee or any JV Subsidiary Guarantee, such mention shall be deemed to include payment of Additional Amounts provided for in this Indenture to the Lenderextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (c) If the Company Company, any Subsidiary Guarantor or the any JV Subsidiary Guarantors, as applicable, Guarantor will be obligated to pay Additional Amounts with respect to such payment, any payment under or with respect to the LenderNotes or the relevant Subsidiary Guarantees or JV Subsidiary Guarantees, the Company or such Subsidiary Guarantor or JV Subsidiary Guarantor shall deliver to the Trustee and the Agents, at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or such Subsidiary GuarantorsGuarantor or JV Subsidiary Guarantor, as applicable, will deliver to shall notify the Trustee and the Agents promptly thereafter), an officer's certificate Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts amount so payable and will payable. The Officers’ Certificate must also set forth such any other information necessary to enable the Trustee Agents to pay such Additional Amounts to the Holders on the relevant payment date.

Additional Amounts. Except (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document Notes or any Secured Note Guarantee shall be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands any Guarantor or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be applicable withholding agent is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxesamount for, or Other on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any sum payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes after such withholding or deduction will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under such Note, this AgreementIndenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any Loan Documentsuch withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Code or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the 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); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Issuer and the Guarantors shall also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document referred to therein, or the Secured Notesreceipt of any payments with respect thereto, or enforcement of, any of the sum payable by Notes or any Note Guarantee (limited, solely in the Company case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or such Subsidiary (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, thereunder becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be increased by entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the amount ("Additional Amounts") necessary so that after making relevant Guarantor, if it is the applicable withholding agent, shall make all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum (within the time period) required by law and shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law, and, in . The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any such case, Taxes so deducted or withheld. The Issuer or the Lender is required relevant Guarantor shall furnish to furnish under the Indenture Trustee (or to each a Holder on whose behalf an amount was so remittedupon request), within 30 calendar 60 days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes so deducted or Other Taxes withheld is due pursuant to applicable lawmade, certified copies of tax Tax receipts evidencing such payment by the LenderIssuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in this Indenture or the Notes there is mentioned, in any context, the Company or payment of amounts based upon the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (ie) This Section 4.12 shall survive any Panamanian Taxestermination, Bahamian Taxesdefeasance or discharge of this Indenture, MI Taxes any transfer by a holder or Other Taxes so levied beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or imposed and paid by such Holder as a result of payments any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Secured NotesNote Guarantee) by or on behalf of such Person and, and (ii) in each case, any Panamanian Taxes, Bahamian Taxes, MI Taxes political subdivision thereof or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datetherein.

Additional Amounts. Except This Section 3 shall apply only in the event that the Company becomes, or a successor to the extent required by any applicable lawCompany is, regulation law, regulation a corporation organized or governmental policy, any and all payments of, or in respect existing under the laws of the Loan, this AgreementUnited Kingdom, the NotesNetherlands, any Loan Document the Netherlands Antilles, Bermuda or any Secured the Cayman Islands. All payments made by the Company on this Note shall be made free and clear of and without deduction for or on account of of, any and all present or future taxes, leviesduties, impostsassessments, deductionor governmental charges of whatever nature unless the deduction or withholding of such taxes, duties, assessments or governmental charges is then required by law. If any deduction or withholdings and all liabilities with respect thereto imposed by Panamawithholding for or on account of any present or future taxes, The Bahamas, The Marshall Islands assessments or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than governmental charges of the United States of America) from or through which payments under this AgreementKingdom, the Notes, any Loan DocumentNetherlands, the Guarantee Netherlands Antilles, Bermuda or the Secured Notes are made) Cayman Islands (or any political subdivision of or any taxing authority in thereof or therein) shall at any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall time be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable amounts to be paid by the Company under this Note, the Company shall pay or cause to be paid such Subsidiary Guarantor, additional amounts ("ADDITIONAL AMOUNTS") as may be necessary in order that the case may be, thereunder net amounts received by a Holder of this Note after such deduction or withholding shall be increased by not less than the amount ("Additional Amounts") necessary so amounts specified in this Note to which the Holder of this Note is entitled; provided, however, that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum Company shall not be paid in respect required to make any payment of Additional Amounts for or on account of: (a) any Panamanian Taxestax, Bahamian Taxesassessment or other governmental charge to the extent such tax, MI Taxes assessment or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that governmental charge would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, nominee, trust, partnership or corporation), other than the holding of this Note or the receipt of amounts payable in respect of this Note, and the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of this Note (where presentation is required) of such Secured Note for payment on a date more than 180 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever occurs later. The Lender, except to the extent that the Holder would have been entitled to Additional Amounts had this Note been presented on the last day of such period of 30 days; (b) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder of this Note or, if different, the beneficial owner of the interest payable on this Note, with a timely request of the Company addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the Subsidiary Guarantorsnationality, residence, identity or connection with the taxing jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, regulation or administrative practice of the taxing jurisdiction as applicablea precondition to exemption from all or part of such tax, will also assessment or governmental charge; (ic) make any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (d) any tax, assessment or other governmental charge which is collectible otherwise than by withholding from payments of principal amount, redemption amount, Change of Control Payment or interest with respect to a Note or withholding from the proceeds of a sale or exchange of a Note; (e) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal amount, redemption amount, Change of Control Payment or interest with respect to a Note, if such payment can be made, and is in fact made, without such withholding by any other Paying Agent located inside the United States; (f) any tax, assessment or deduction and (ii) remit other governmental charge imposed on a Holder that is not the full amount deducted or withheld beneficial owner of a Note to the relevant authority in accordance with applicable law, and, in any such case, extent that the Lender is required beneficial owner would not have been entitled to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies such Additional Amounts had the beneficial owner directly held the Note; (g) any combination of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder items (other than an Excluded Holdera), reimburse each such holder for the amount of (ib), (c), (d), (e) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and (f) above; nor shall Additional Amounts be paid by such Holder as a result of payments made under or with respect to any Secured Notespayment of the principal of, and (ii) or any Panamanian Taxesinterest on, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect this Note to any reimbursement under Holder who is a fiduciary or partnership or other than the foregoing clause (i) so sole beneficial owner of such payment to the extent that a beneficiary or settlor would not have been entitled to any Additional Amounts had such beneficiary or settlor been the net Holder of this Note. All references to principal amount received by such Holder (net of payments made under or with respect to such Secured Notes, interest on the Loan, Notes in the Guarantee Indenture or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which Notes shall include any payment under or with respect Additional Amounts payable to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated pursuant to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datethis Section 3.

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all (a) All payments of principal of, and premium (if any) and interest on the Notes or in respect of under the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Subsidiary Guarantees and JV Subsidiary Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, imposts, deduction, assessments or governmental charges of whatever nature imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including within any jurisdiction in which the Company, a Surviving Person or an applicable Subsidiary Guarantor or JV Subsidiary Guarantor is organized or resident for tax purposes (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or taxing authority thereof or therein), including, without limitation, the PRC (each, as applicable, a “Relevant Jurisdiction”), or any taxing authority in any jurisdiction through which payments are made, unless such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," withholding or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be deduction is required by law to withhold or deduct by regulation or governmental policy having the force of law. In the event that any Panamanian Taxes, Bahamian Taxes, MI Taxes, such withholding or Other Taxes from or in respect of any sum payable under this Agreementdeduction is so required, the NotesCompany, any Loan Document, the Guarantee a Surviving Person or the Secured Notes, the sum payable by the Company applicable Subsidiary Guarantor or such JV Subsidiary Guarantor, as the case may be, thereunder will pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holder of each Note of such amounts as would have been received by such Holder had no such withholding or deduction been required, except that no Additional Amounts shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") payable: (i) resulting from the beneficial owner of such Secured Note carrying for or on business account of: (A) any tax, duty, assessment or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) governmental charge that would not have been imposed but for for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Jurisdiction or the jurisdiction through which payments are made, other than merely holding such Note or the receipt of payments thereunder or under a Subsidiary Guarantee or JV Subsidiary Guarantee, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (2) the presentation of such Note (where in cases in which presentation is required) of such Secured Note for payment more than 180 30 days after the later of the date on which the payment of the principal of, premium, if any, and interest on, such payment Note became due and payable pursuant to the terms thereof or was made or duly provided for, whichever occurs later. The Lenderexcept to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period; (3) the failure of the Holder or beneficial owner to comply with a timely request of the Company, a Surviving Person, any Subsidiary Guarantor or any JV Subsidiary Guarantor addressed to the Company Holder to provide information concerning such Holder’s or its beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction or the Subsidiary Guarantorsjurisdiction through which payments are made, as applicable, will also (i) make if and to the extent that due and timely compliance with such request is required under the tax laws of such jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder; or (4) the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction or the jurisdiction through which payments are made, unless such Note could not have been presented for payment elsewhere; (B) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (C) any tax, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments of principal, premium (if any) and interest on the Notes or from payments under the Subsidiary Guarantees or JV Subsidiary Guarantees (if any); (D) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA, or any agreement with the U.S. Internal Revenue Service under FATCA; or (E) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B), (C) and (D); or (ii) remit to a Holder that is a fiduciary, partnership or person other than the full amount deducted or withheld sole beneficial owner of any payment to the relevant authority in accordance with applicable law, and, in any extent that such case, the Lender is payment would be required to furnish be included in the income under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment laws of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company a Relevant Jurisdiction or the Subsidiary Guarantorsjurisdiction through which payments are made, as applicable. The Company willfor tax purposes, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes a beneficiary or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or settlor with respect to the Secured Notes is due and payablefiduciary, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated a member of that partnership or a beneficial owner who would not have been entitled to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will had that beneficiary, settlor, partner or beneficial owner been the Holder thereof. (b) Whenever there is mentioned in any context the payment of principal of, and any premium or interest on, any Note or under any Subsidiary Guarantee or JV Subsidiary Guarantee, such mention shall be deemed to include payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datein respect thereof.

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all (a) All payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Guaranty will be made free and clear of of, and without withholding or deduction for or on account of for, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature (collectively, deduction"TAXES") imposed, charges levied, collected, withheld or withholdings and all liabilities with respect thereto imposed assessed by Panama, The Bahamas, The Marshall Islands or within any jurisdiction in which Loral Space is then incorporated (or the jurisdiction of incorporation of any successor of Loral Space) or any other jurisdiction with whicx xxx Xxmpany in which Loral Space (or any Subsidiary has some connection (including any jurisdiction (other than the United States of Americasuch successor) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) is resident for tax purposes or any political subdivision or taxing authority thereof or therein (hereinafter, a "RELEVANT JURISDICTION"), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction in respect of such payment is so required, Loral Space, or any successor, shall pay such additional amounts ("ADDITIONAL AMOUNTS") as will result in receipt by each Holder of a Note of such gross amount as would have been received by such Holder or the beneficial owner with respect to such Note, as applicable, had no such withholding or deduction (including any withholding or deduction applicable to Additional Amounts payable) been required, except that no Additional Amounts will be payable for or on account of: (1) Taxes that would not have been imposed but for (A) the existence of any present or former connection between such Holder or such beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the Relevant Jurisdiction, including such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a national, domiciliary or resident of or treated as a resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; or (B) Section 881(c)(3)(A) of the Code (or any successor provision); (2) any estate, inheritance, gift, sale, transfer or similar tax, assessment or other governmental charge; (3) any Tax that is imposed or withheld by reason of the failure of the Holder or beneficial owner of a Security to timely comply with a request of Loral Space, addressed to the Holder (A) to provide reasonably required or requested information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any reasonably required or requested declaration, filing or claim or satisfy any reasonably required or requested information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such Tax; provided, however, that (i) providing information required by Internal Revenue Service Forms W-8, W-9, 1001 and 4224 and any successors thereto and (ii) the execution and delivery of such forms is deemed to be reasonably required or requested; or (4) any combination of (1), (2) and (3); nor shall Additional Amounts be paid with respect to payment of the principal of or any taxing authority in premium or interest on any such jurisdiction Note, to any Holder ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," including any fiduciary or "Other Taxes," respectively). If partnership) to the Lenderextent that the beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of the Note. (b) Where required by applicable law, the Company Loral Space or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorPaying Agent, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i1) make such withholding or deduction in respect of any Taxes and (ii2) remit the full amount withheld or deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to . Loral Space shall furnish under the Indenture to each Holder on whose behalf an amount was so remittedof Notes, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts satisfactory to the Trustee evidencing such payment by Loral Space. (c) Whenever there is mentioned in any context the Lenderpayment of principal of or any premium or interest on, the Company or in respect of, a Note, or the Subsidiary Guarantorsnet proceeds received from Loral Space on the sale or exchange of any Note, as applicable. The Company willsuch mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.15 to the extent that, upon written request in such context, Additional Amounts are, were, or would be payable in respect thereof pursuant to this Section 4.15. (d) Loral Space shall pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges, or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of each Holder (this Guaranty or any other than an Excluded Holder)document or instrument relating thereto, reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which receipt of any payment under or payments with respect to the Secured Notes Notes, excluding such taxes, charges, or similar levies imposed by any jurisdiction outside of any jurisdiction in which Loral Space or the Paying Agent is due and payable, if the Lenderlocated or incorporated (except those resulting from or required to be paid in connection with, the Company enforcement of Notes or any other such document or instrument following the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts occurrence of any Loral Space Event of Default with respect to the Notes), and shall indemnify the Holders for any such paymenttaxes paid by such Holders. (e) The foregoing obligations shall survive any termination, the Lender, the Company defeasance or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datedischarge of this Guaranty.

Additional Amounts. Except All payments made by or on behalf of the Issuers under or with respect to the extent required by Notes or any applicable law, regulation law, regulation or governmental policy, Guarantor with respect to any and all payments of, or in respect Guarantee of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Notes will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction for, leviesor on account of, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be Taxes is then required by law to withhold or deduct by the interpretation or administration thereof. If any Panamanian Taxes, Bahamian Taxes, MI Taxesdeduction or withholding for, or Other Taxes from or in respect of any sum payable under this Agreement, the Noteson account of, any Loan DocumentTaxes imposed or levied by or on behalf of (1) any jurisdiction in which any Issuer or Guarantor is then incorporated or organized, the Guarantee engaged in business for tax purposes or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any taxing authority jurisdiction from or through which payment is made by or on behalf of any Issuer or Guarantor (including the jurisdiction of any Paying Agent) or any political subdivision thereof or therein other than the mere holding (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by or owning of such Secured Note, being a beneficiary on behalf of the Guarantee Issuers under or with respect to the Notes or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made Guarantor under or with respect to any Secured Guarantee of the Notes, and (ii) any Panamanian Taxesincluding payments of principal, Bahamian Taxesredemption price, MI Taxes purchase price, interest or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notespremium, the Loan, the Guarantee Issuers or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantorsrelevant Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be obligated to pay necessary in order that the net amounts received in respect of such payments by each Holder after such deduction or withholding (including any such withholding or deduction from such Additional Amounts with Amounts) will equal the respective amounts that would have been received in respect to of such paymentpayments in the absence of such withholding or deduction; provided, the Lenderhowever, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such no Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date.with respect to:

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any (a) All payments of principal and all payments of, or interest in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note Notes shall be made free and clear of of, and without deduction or withholding for or on account of any and all present or future taxes, leviesduties, impostsassessments or other governmental charges of whatsoever nature imposed, deductionlevied, charges collected, withheld or withholdings and all liabilities with respect thereto imposed assessed by Panama, The Bahamas, The Marshall Islands the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law. (b) The Company shall pay to a Holder who is not a United States person additional amounts as may be necessary so that every net payment of the principal of and premium, if any, and interest on the Notes to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than governmental charge imposed upon such Holder by the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of America or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," thereof or "Other Taxes," respectively). If the Lendertherein, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid less than the amount provided in respect the Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes Additional Amounts for or Other Taxes to a Holder (an "Excluded Holder") on account of: (i) resulting from the beneficial owner of such Secured Note carrying on business any tax, assessment or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of those Notes or the receipt of payments in respect of those Notes) between that Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, that Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, and the United States, including that Holder or beneficial owner, or that fiduciary, settlor, beneficiary, member, shareholder or possessor being or having been a citizen or resident or treated as a resident of the United States or being or having been engaged in trade or business or present in the United States or having had a permanent establishment in the United States or (B) the presentation (where presentation is required) of such Secured Note a debt security for payment on a date more than 180 30 days after the later of the date such on which that payment became becomes due and payable and the date on which payment is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property, wealth, capital gains, interest equalization or was similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been a passive foreign investment company, a controlled foreign corporation, a foreign tax exempt organization or a personal holding company with respect to the United States or a corporation that accumulates earnings to avoid U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on the Notes of that Holder; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or premium, if any, or interest on the Notes of that Holder if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a Holder (or the beneficial owner for whose benefit such Holder holds the Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of power over, the holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, or any intermediary through which a beneficial owner holds Notes to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the beneficial owner or any Holder (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, Forms W-8BEN-E, Forms W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty); (vii) any tax, assessment or other governmental charge imposed as a result of a Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, the Holder or beneficial owner, if that Holder or beneficial owner is an estate, trust, partnership or corporation, being or having been (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the Internal Revenue Code, and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation that is related to the Company within the meaning of Section 864(d)(4) of the Internal Revenue Code or (C) a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code; (viii) any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later. The Lender; (ix) any taxes payable under Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), the Company any current or the Subsidiary Guarantorsfuture regulations or other guidance thereunder, as applicable, will also or any agreement (including any intergovernmental agreement) entered into in connection therewith; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) make such withholding or deduction and (iiix) remit above; nor shall any Additional Amounts be paid to any Holder that is not the full amount deducted sole beneficial owner of the Notes, or withheld a portion of the Notes, or that is a fiduciary, partnership or limited liability company to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as extent that a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or beneficial owner with respect to the Secured Notes is due and payableHolder, if the Lender, the Company a beneficiary or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts settlor with respect to such paymentthe fiduciary or a member of that partnership, the Lender, the Company limited liability company or the Subsidiary Guarantors, as applicable, will deliver a beneficial owner thereof would not have been entitled to the Trustee an officer's certificate stating the fact that such payment of those Additional Amounts will be payable and had that beneficiary, settlor, member or beneficial owner received directly its beneficial or distributive share of the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datepayment.

Additional Amounts. Except to the extent required (a) All payments made by any applicable law, regulation law, regulation Guarantor under or governmental policy, with respect to any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Guarantee will be made free and clear of and without withholding or deduction for or on account of of, any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto other governmental charge imposed or levied by Panama, The Bahamas, The Marshall Islands or on behalf of any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in (hereinafter “United States Taxes”), unless any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," Guarantor is required to withhold or "Other Taxes," respectively)deduct United States Taxes by law or by the interpretation or administration thereof. If the Lender, the Company or any Subsidiary Guarantor shall be is so required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, amount of interest for or Other on account of United States Taxes from any payment made under or in with respect to any Guarantee, such Guarantor will pay such additional amounts of interest (“Additional Amounts”) as may be necessary so that the net amount received by each holder (including Additional Amounts) after such withholding or deduction will not be less than the amount the holder would have received if such United States Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a holder (an “Excluded Holder”): (i) which is subject to such United States Taxes by reason of any sum payable under this Agreement, connection between such holder and the Notes, United States or any Loan Document, states political subdivision thereof or authority thereof other than the Guarantee mere holding of Notes or the Secured Notesreceipt of payments thereunder; (ii) which failed to duly and timely comply with a timely request of the Issuer to provide information, documents, certification or other evidence concerning such holder’s nationality, residence, entitlement to treaty benefits, identity or connection with the sum United States or any political subdivision or authority thereof, if and to the extent that due and timely compliance with such request would have resulted in the reduction or elimination of any United States Taxes as to which Additional Amounts would have otherwise been payable by to such holder of Notes but for this clause (ii); (iii) which is a fiduciary, a partnership or not the Company beneficial owner of any payment on a Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Note directly (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); (iv) to the extent that the United States Taxes required to be withheld or deducted are imposed pursuant to sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (and any amended or successor version that is substantially comparable), and any regulations or other official guidance thereunder or agreements (including any intergovernmental agreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith; or (v) any combination of the foregoing clauses of this proviso. (b) The Issuer or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and and, (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuer or such Guarantor, andas the case may be, in any such case, will furnish to the Lender is required to furnish under holders of the Indenture to each Holder on whose behalf an amount was so remittedNotes, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other United States Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantorssuch Guarantor, as applicablethe case may be. The Company will, upon written request of Such Guarantor will indemnify and hold harmless each Holder holder (other than an all Excluded Holder), reimburse each such holder Holders) for the amount of (iA) any Panamanian Taxes, Bahamian Taxes, MI United States Taxes not withheld or Other Taxes so deducted by such Guarantor and levied or imposed and paid by such Holder holder as a result of payments made under or with respect to the Guarantees, (B) any Secured Notesliability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iiC) any Panamanian Taxes, Bahamian Taxes, MI United States Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause clauses (i) so that the net amount received by such Holder or (net ii) of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guaranteesthis Section 3.12(b). (c) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, any Guarantor is aware that it will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, Issuer will deliver to the Trustee an officer's certificate Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any other amount payable under or with respect to any note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (d) The obligations described under this Section 3.12 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents.

Additional Amounts. Except All payments made by the Company under or with respect to the extent required Securities and by any applicable law, regulation law, regulation the Guarantor under or governmental policy, any with respect to the Guarantee (the Issuer and all payments of, or in respect the Guarantor being referred to for purposes of this section "Additional Amounts" individually as an "Obligor" and collectively as the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall "Obligors") will be made free and clear of of, and without withholding or deduction for or on account of of, any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto other governmental charge imposed or levied by Panamaor 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 (or the jurisdiction of incorporation of any successor of any Obligor) (hereunder "Taxes"), The Bahamas, The Marshall Islands unless the applicable Obligor or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantorsuccessor, as the case may be, thereunder shall be increased is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant governmental authority or agency. If any Obligor or any successor, as the case may be, is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Securities or the Guarantee, such Obligor will pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after making all required withholdings and deductions, Lender such withholding or any deduction will not be less than the amount the Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received if such Taxes had not such withholdings and deductions been madewithheld or deducted; provided that any such sum shall not no Additional Amounts will be paid in payable with respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a payment made to a Holder (an "Excluded Holder") in respect of a beneficial owner (i) resulting from with which the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in Company does not deal at arm's length (within the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary meaning of the Guarantee or any applicable Subsidiary Guarantee, Income Tax Act (Canada)) at the receipt time of any income or payments in respect of making such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, payment or (ii) that would not have been imposed but for which is subject to such Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the presentation (where presentation is required) mere acquisition, holding or disposition of such Secured Note for payment more than 180 days after the date such payment became due and payable Securities or was duly provided for, whichever occurs laterthe receipt of payments thereunder. The Lender, the Company or the Subsidiary Guarantors, as applicable, Obligors will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law, and, in any such case, . The Obligors will furnish to the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remittedHolders, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicablepayment. The Company Obligors will, upon written request of jointly and severally, indemnify and hold harmless each Holder (other than an Excluded Holder), ) and upon written request reimburse each such holder Holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notesthe Securities or the Guarantee, and (ii) any Panamanian Taxesliability (including penalties, Bahamian Taxesinterest and expenses) arising therefrom or with respect thereto, MI and (iii) any Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) or (ii) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes Securities is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and payable, the amounts so payable and will set forth such other information necessary to enable the such Trustee to pay such Additional Amounts to Holders on the payment date.. Whenever this Indenture mentions, in any context, the payment of principal (and premium, if any), redemption price, interest or any other amount payable under or with respect to any Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company 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 any jurisdiction from the execution, delivery, enforcement or registration of the Securities or any other document or instrument in relation thereto, or the receipt of any payments with respect to the Securities, excluding such taxes, charges or similar levies imposed by any jurisdiction outside of Canada, the jurisdiction of incorporation of any successor of the Company or any jurisdiction in which a paying agent is located, and has agreed to indemnify the Holders for any such taxes paid by such Holders. The foregoing obligations shall survive any termination, defeasance or discharge of this Indenture and the payment of all amounts owing under or with respect to the Securities and the Guarantee. ARTICLE ELEVEN

Additional Amounts. Except All payments made by or on behalf of the Issuers or any of the Guarantors under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document Notes or any Secured Note shall Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, leviesor on account of, imposts, deduction, charges any Taxes imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or on behalf of (1) any jurisdiction in which the Issuers or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection Guarantor (including any successor entity), is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment is made by or on behalf of the Issuers or any Guarantor (including, without limitation, the Notes, jurisdiction of any Loan Document, the Guarantee or the Secured Notes are madePaying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the Notes or any taxing authority Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest, premium or Additional Interest, if any, the Issuers or the relevant Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each holder or beneficial owner of Notes after such withholding, deduction or imposition will equal the respective amounts of cash that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (a) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated 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 acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or the Indenture or under a Note Guarantee of a Guarantor or the receipt of payments in respect of such Note or a Note Guarantee of a Guarantor; (b) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (c) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (d) any Taxes withheld, deducted or imposed on a payment to an individual and that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive; (e) any Note presented for payment (where presentation is required) by or on behalf of a Holder of Notes who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (f) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee of a Guarantor; (g) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Issuers’ reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation; (h) any Taxes imposed or withheld by reason of the failure of the holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of December 19, 2013 (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471(b) of the Code; (i) any withholding Tax imposed by the United States or a political subdivision thereof; or (j) any combination of clauses (a) through (i) above. In addition to the foregoing, the Issuers and any Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," on the execution, delivery, issuance, or "Other Taxes," respectively)registration of any of the Notes, the indenture, any Note Guarantee of a Guarantor or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee of a Guarantor. If the Lender, the Company Issuers or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder becomes aware that it or they will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee of a Guarantor, the Issuers or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuers or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officers’ Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to holders on the relevant payment date. The Issuers or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be increased by entitled to rely absolutely on an Officers’ Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officers’ Certificate. The Issuers or the amount ("Additional Amounts") necessary so that after making relevant Guarantor will make all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from within the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base time period and in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (iiminimum amount) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due required by law and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law, and, in . The Issuers or the relevant Guarantor will use their reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any such case, Taxes so deducted or withheld. The Issuers or the Lender is required relevant Guarantor will furnish to furnish under the Indenture Trustee (or to each Holder on whose behalf an amount was so remitteda holder upon request), within 30 calendar 60 days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes so deducted or Other Taxes withheld is due pursuant to applicable lawmade, certified copies of tax Tax receipts evidencing such payment by the LenderIssuers or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. Whenever in the Indenture or the Notes there is mentioned, in any context, the Company or payment of amounts based upon the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the principal amount of (i) the Notes or of principal, interest or Additional Interest, if any, or of any Panamanian Taxesother amount payable under, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to, any of the Notes or any Note Guarantee of a Guarantor, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The above obligations will survive any Secured termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and (ii) any Panamanian Taxeswill apply, Bahamian Taxesmutatis mutandis, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on jurisdiction in which any payment under or with respect successor Person to the Secured Notes Issuers or any Guarantor is due and payableincorporated, if the Lender, the Company engaged in business for tax purposes or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to resident for tax purposes or any jurisdiction from or through which such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders Person makes any payment on the payment dateNotes (or any Note Guarantee of a Guarantor) and any department or political subdivision thereof or therein.

Additional Amounts. Except to the extent required (a) All payments made by any applicable law, regulation law, regulation Guarantor which is not formed or governmental policy, any and all payments of, or in respect incorporated under the laws of the Loan, this Agreement, the Notes, any Loan Document United States or any Secured Note shall State thereof (each a “non-US Guarantor”) under or with respect to such non-US Guarantor’s Guarantee will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxesTaxes imposed or levied by or on behalf of any Taxing Authority within the Netherlands, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or within any other jurisdiction with whicx xxx Xxmpany in which such non-US Guarantor is organized or any Subsidiary has some connection (including any jurisdiction (other than engaged in business for tax purposes, unless such non-US Guarantor is required to withhold or deduct Taxes by law or by the United States of America) from interpretation or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively)administration thereof. If the Lender, the Company or any Subsidiary non-US Guarantor shall be is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxesamount for or on account of Taxes imposed by a Taxing Authority within the Netherlands, or Other Taxes within any other jurisdiction in which such non-US Guarantor is organized or engaged in business for tax purposes (any of the aforementioned being a “Taxing Jurisdiction”), from any payment made under or in with respect of any sum payable under this Agreement, the Notes, any Loan Document, to the Guarantee or the Secured Notes, the sum payable by the Company or of such Subsidiary non-US Guarantor, as the case may be, thereunder shall be increased by the amount such non-US Guarantor will pay such additional amounts ("“Additional Amounts"”) as may be necessary so that the net amount received by each holder of Securities (including Additional Amounts) after making all required withholdings and deductionssuch withholding or deduction will equal the amount the holder would have received if such Taxes had not been withheld or deducted; provided, Lender however, that no Additional Amounts will be payable with respect to: (1) any Tax imposed by the United States or by any political subdivision or taxing authority thereof or therein; (2) any Taxes that would not have been so imposed, deducted or withheld but for the existence of any connection between the Holder or beneficial owner of Secured Notes shall receive a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner of such Security, if the Holder or beneficial owner is an amount equal estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding of the execution, delivery, registration or enforcement of such Security); (3) any estate, inheritance, gift, sales excise, transfer or personal property tax or similar tax, assessment or governmental charge, subject to the sum last paragraph of this Section 11.03; (4) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to the Guarantee of such Security; (5) any Taxes that it would not have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect so imposed, deducted or withheld if the Holder or beneficial owner of the Security or beneficial owner of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") payment on the Guarantee of such Security had (i) resulting from made a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Security or any payment on such Security (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or Filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, Holders at that time have been notified by such Guarantor or any other person through whom payment may be made that a declaration of non-residence or other claim or Filing for exemption or such compliance is required to be made); (6) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Security for payment within 30 days after the date on which such payment or such Security became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Security been presented on the last day of such 30-day period); (7) any payment under or with respect to a Security to any Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Security, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guaranteepayment, or (ii) that Security would not have been imposed but for entitled to the presentation (where presentation is required) Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also Security; (i) make 8) any note where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to Council Directive 2003/48/EC of June 3, 2003 on taxation of savings income in the form of interest payments or any law implementing or complying with, or introduced in order to conform to, that Directive; or (ii9) any combination of items (1) through (8) above. (b) The foregoing provisions shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to a non-US Guarantor. (c) Each applicable non-US Guarantor will also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, . Each applicable non-US Guarantor will furnish to the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remittedTrustee, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes deducted or Other Taxes withheld is due pursuant to applicable law, certified copies of tax receipts evidencing or, if such tax receipts are not reasonably available to such non-US Guarantor, such other documentation that provides reasonable evidence of such payment by such non-US Guarantor. Copies of such receipts or other documentation will be made available to the Lender, the Company Holders or the Subsidiary Guarantorspaying agents, as applicable. The Company will, upon written request of each Holder request. (other than an Excluded Holder), reimburse each such holder for the amount of (id) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes any Security is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in which case it shall be promptly paid thereafter, if the Lender, the Company or the Subsidiary Guarantors, as applicable, any non-US Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, such non-US Guarantor will deliver to the Trustee and the paying agent an officer's certificate Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the such Trustee and paying agent to pay such Additional Amounts to Holders of such Securities on the payment date. Each Officer’s Certificate shall be relied upon until receipt of a further Officer’s Certificate addressing such matters. (e) Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The non-US Guarantors 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 any jurisdiction from the execution, delivery, enforcement or registration of their respective Guarantees of the Securities, this Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside the United States in which any non-US Guarantor or any successor Person is organized or resident for tax purposes or any jurisdiction in which a paying agent is located, and the non-US Guarantors will agree to indemnify the Holders of the Notes for any such non-excluded taxes paid by such Holders.

Additional Amounts. Except (a) All payments made by or on behalf of the Issuer (including any successor entity) under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note Notes shall be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, levies, imposts, deduction, charges Taxes unless the withholding or withholdings and all liabilities with respect thereto imposed deduction of such Taxes is then required by Panama, The Bahamas, The Marshall Islands law. If the Issuer or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be applicable withholding agent is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxesamount for, or Other Taxes from or in respect of any sum payable under this Agreement, the Noteson account of, any Loan DocumentTaxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer is or was incorporated, the Guarantee engaged in business, organized or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction resident for tax purposes or any political subdivision thereof or therein or (2) any taxing authority therein other than the mere holding jurisdiction from or owning of such Secured Note, being a beneficiary through which any payment is made by or on behalf of the Guarantee Issuer (including, without limitation, the jurisdiction of any Paying Agent) or any applicable Subsidiary Guaranteepolitical subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments under or with respect to the Notes, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the receipt of any income or payments Issuer shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such Secured Note, payments by each beneficial owner of the Loan, Notes after such withholding or deduction will equal the Guarantee or any applicable Subsidiary Guarantee or the enforcement respective amounts that would have been received and retained in respect of such Secured Notepayments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (i) any Taxes, to the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of the Notes, the exercise or enforcement of rights under such Note or this Indenture, or the receipt of payments in respect of such Note; (ii) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) of such Secured Note for payment more than 180 30 days after the date relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such payment became due and 30 day period); (iii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (iv) any Taxes payable other than by deduction or was duly provided forwithholding from payments under, whichever occurs later. The Lenderor with respect to, the Company Notes; (v) any Taxes to the extent such Taxes would not have been imposed or withheld but for the Subsidiary Guarantorsfailure of the holder or beneficial owner of the Notes, as applicable, will also (i) make following the Issuer’s reasonable written request addressed to the holder at least 60 days before any such withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (vi) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (vii) any Taxes imposed on or with respect to any payment by the Issuer to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (viii) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Code or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (iior 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); or (ix) any combination of clauses (i) through (viii) above. In addition to the foregoing, the Issuer shall also pay and indemnify the holder for any present or future stamp, issue, registration, value added, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (i) through (iii) or (v) through (ix) above or any combination thereof). (b) If the Issuer becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of such Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer, if it is the applicable withholding agent, shall make all withholdings and deductions (within the time period) required by law and shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law, and, in . The Issuer shall use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any such case, Taxes so deducted or withheld. The Issuer shall furnish to the Lender is required Trustee (or to furnish under a Holder of the Indenture to each Holder on whose behalf an amount was so remittedNotes upon request), within 30 calendar 60 days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes so deducted or Other Taxes withheld is due pursuant to applicable lawmade, certified copies of tax Tax receipts evidencing such payment by the LenderIssuer, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments by such entity. (d) Whenever in this Indenture or the Notes there is mentioned, in any context, the Company or payment of amounts based upon the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (ie) This Section 4.09 shall survive any Panamanian Taxestermination, Bahamian Taxesdefeasance or discharge of this Indenture, MI Taxes any transfer by a holder or Other Taxes so levied beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer is incorporated, engaged in business, organized or imposed and paid by such Holder as a result of payments resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes by or on behalf of such Person and, in each case, any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes political subdivision thereof or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datetherein.

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free and clear of and without deduction for or on account of any and all present or future taxes, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx whixx xxx Xxmpany Xompany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date.

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free and clear of and without deduction for or on account of any and all present or future taxes, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany which txx Xxxxxny or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date.

Additional Amounts. Except (a) All payments that the Issuers make under or with respect to the extent required by Notes and that any applicable law, regulation law, regulation Guarantor makes under or governmental policy, with respect to any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Guarantee will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or withholdings and all liabilities with respect thereto imposed levied by Panamaor on behalf of Canada, The Bahamasthe United States, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany in which either Issuer or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which payments under this Agreement, either of the NotesIssuers, any Loan DocumentGuarantor or any of their paying agents makes any payment on the Notes or Guarantee, the Guarantee or the Secured Notes are made) or by, in each case any political subdivision of or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company Guarantor or any Subsidiary Guarantor shall be other applicable withholding agent is required by law to withhold or deduct any Panamanian Taxesamount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guarantee, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company such Issuer or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount will pay additional amounts ("“Additional Amounts"”) as may be necessary so to ensure that after making all required withholdings and deductions, Lender or any the net amount received by each Holder or beneficial owner of Secured the Notes shall receive an amount equal after such withholding or deduction (including any withholding or deduction attributable to the sum that it Additional Amounts) will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not such withholdings and deductions been made; provided that required to be withheld or deducted. (b) Neither the Issuers nor any such sum shall not be paid Guarantor will, however, pay Additional Amounts in respect of or on account of: (1) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed or levied but for a present or former connection (including, but not limited to, citizenship, nationality, residence, domicile, incorporation, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within such Relevant Taxing Jurisdiction) between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (other than any connection arising solely from the acquisition, ownership or disposition of the Notes, the receipt of payments under or with respect to the Notes or any Guarantee, or the exercise or enforcement of rights under or with respect to the Notes, this Indenture or any Guarantee); (2) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Issuers’ written request addressed to the Holder (and made at a time that would enable the Holder or beneficial owner acting reasonably to comply with that request, and in all events at least 30 calendar days before the relevant date on which payment under or with respect to the Notes or any Guarantee is due and payable) to comply with any certification or identification requirements, whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction), but in each case only to the extent that the Holder or beneficial owner, as the case may be, is legally eligible to provide such certification; (3) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (4) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes; (5) any Canadian Taxes paid or payable by reason of (i) the Holder, beneficial owner or other recipient of the amount not dealing at arm’s length with the Issuer or a Guarantor for the purposes of the Income Tax Act (Canada), or (ii) the Holder or beneficial owner being, or not dealing at arm’s length with, a “specified shareholder” of the Issuer for the purposes of subsection 18(5) of the Income Tax Act (Canada); (6) any Tax imposed on or with respect to any payment by the Issuers or a Guarantor to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had the beneficiary, partner or other beneficial owner directly held the Note; (7) any Tax that is imposed or levied by reason of the presentation (where presentation is requiredrequired in order to receive payment) of such Secured Note the Notes for payment on a date more than 180 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever occurs is later, except to the extent that the beneficial owner or Holder thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such 30 day period; (8) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed or levied on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other European Council Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such European Council Directive; (9) any Tax that is imposed or levied on or with respect to a Note presented for payment on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union; (10) any Taxes imposed pursuant to Sections 1471 through 1474 of the Code as of the Issue Date (and any amended or successor version that is substantially comparable) any regulations or other official guidance thereunder or agreements (including any intergovernmental agreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith; or (11) any backup withholding pursuant to Section 3406 of the Code. In addition, Additional Amounts will not be payable with respect to any Taxes that are imposed in respect of any combination of the above items. (c) The LenderIssuers and each Guarantor, the Company if they are applicable withholding agents (or the Subsidiary Guarantors, as applicableare otherwise required to withhold amounts under applicable law), will also (i) make such withholding or deduction required by applicable law and (ii) remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder . (other than an Excluded Holder), reimburse each such holder for the amount of (id) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, Issuers and any Guarantor will be obligated to pay Additional Amounts with respect to such paymentpayment (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 is due and payable, in which case it will be promptly thereafter), the Lender, the Company or the Subsidiary Guarantors, as applicable, Issuers will deliver to the Trustee an officer's certificate Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information (other than the identities of Holders and beneficial owners) necessary to enable the Trustee or Paying Agent, as the case may be, to pay such Additional Amounts to Holders and beneficial owners on the relevant payment date. The Trustee will make such payments in the same manner as any other payments on the Notes. The Issuers will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing payment of such Additional Amounts. (e) Upon request, the Issuers or the relevant Guarantor will take reasonable efforts to furnish to the Trustee or a Holder within a reasonable time certified copies of tax receipts or other evidence of the payment by the Issuers or such Guarantor, as the case may be, of any Taxes imposed or levied by a Relevant Taxing Jurisdiction. (f) The Issuers and each Guarantor will pay any present or future stamp, issue, registration, court documentation, excise or property taxes or other similar taxes, charges and duties, including interest, additions to tax and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the receipt of any payment under or with respect to the Notes or any Guarantee, the execution, issue, delivery or registration of the Notes, any Guarantee or this Indenture or any other document or instrument referred to thereunder and any such taxes, charges, duties or similar levies imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes, such Guarantee or this Indenture or any such other document or instrument following the occurrence of any Event of Default with respect to the Notes. Neither the Issuers nor any Guarantor will, however, pay such amounts that are imposed on or result from a sale or other transfer or disposition by a Holder or beneficial owner of a Note. (g) The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to the Issuers or any Guarantor is organized, incorporated or otherwise resident or engaged in or carrying on business for tax purposes and any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all (a) All payments of, or in respect of, principal of, and premium (if any) and interest (including PIK Interest) in respect of the Loan, this Agreement, Notes (including PIK Notes) or the Notes, any Loan Document or any Secured Note shall Subsidiary Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, imposts, deduction, assessments or governmental charges of whatever nature imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including within any jurisdiction (other than in which the United States of America) from or through which payments under this AgreementCompany, the Notes, any Loan Document, the Guarantee a Surviving Person or the Secured Notes are made) applicable Subsidiary Guarantor is organized or resident for tax purposes (or any political subdivision of or any taxing authority in any thereof or therein) (each a “Relevant Jurisdiction”), unless such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," withholding or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be deduction is required by law to withhold or deduct by regulation or governmental policy having the force of law. In the event that any Panamanian Taxes, Bahamian Taxes, MI Taxes, such withholding or Other Taxes from or in respect of any sum payable under this Agreementdeduction is so required, the NotesCompany, any Loan Document, the Guarantee a Surviving Person or the Secured Notes, the sum payable by the Company or such applicable Subsidiary Guarantor, as the case may be, thereunder will pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holder of each Note or the Subsidiary Guarantees, as the case may be, of such amounts as would have been received by such Holder had no such withholding or deduction been required, except that no Additional Amounts shall be increased by the amount payable: ("Additional Amounts"1) necessary so that after making all required withholdings and deductionsfor or on account of (A) any tax, Lender duty, assessment or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) governmental charge that would not have been imposed but for for: (i) the existence of any present or former connection between the Holder of such Note and the Relevant Jurisdiction other than merely holding such Note, including such Holder being or having been a national, domiciliary or resident of or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (ii) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of, premium, if any, and interest on, such Note became due and payable pursuant to the terms thereof or was made or duly provided for, except to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30 day period; (iii) the failure of the Holder, despite being required by law, to comply with a timely request of the Company addressed to the Holder or beneficial owner to provide information concerning such Holder’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced or eliminated any taxes as to which Additional Amounts would have otherwise been payable to such Holder; or (iv) the presentation of such Note (where presentation is required) of such Secured Note for payment more than 180 days after in the date Relevant Jurisdiction, unless such Note could not have been presented for payment became due and payable elsewhere; (B) any estate, inheritance, gift, sale, transfer, personal property or was duly provided forsimilar tax, whichever occurs later. The Lender, the Company assessment or the Subsidiary Guarantors, as applicable, will also other governmental charge; (iC) make such any withholding or deduction that is imposed or levied on a payment to an individual and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due be made pursuant to applicable lawEuropean Council Directive 2004/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, certified copies 2000 on the taxation of tax receipts evidencing savings income or any law implementing or complying with, or introduced in order to conform to, such payment by Directives; or (D) any combination of taxes, duties, assessments or other governmental charges referred to in the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder preceding clauses (other than an Excluded HolderA), reimburse each such holder for the amount of (iB) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or (C); or (2) with respect to any Secured Notespayment of the principal of, and (ii) or any Panamanian Taxespremium, Bahamian Taxesif any, MI Taxes or Other Taxes so levied interest on, such Note or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under any Subsidiary Guarantee to the Holder, if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of any payment to the extent that such payment would be required to be included in the income under the laws of the Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor, with respect to the Secured Notes is due and payablefiduciary, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated a member of that partnership or a beneficial owner who would not have been entitled to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will had that beneficiary, settlor, partner, person or beneficial owner been the registered Holder thereof. (b) Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of principal, any premium or interest, in respect of any Note or Subsidiary Guarantee, such mention shall be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary deemed to enable the Trustee to pay such include payment of Additional Amounts to Holders on the payment dateextent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. Except This Section 2 shall apply only in the event that the Company becomes, or a successor to the extent required by any applicable lawCompany is, regulation law, regulation a corporation organized or governmental policy, any and all payments of, or in respect existing under the laws of the Loan, this AgreementUnited Kingdom, the NotesNetherlands, any Loan Document the Netherlands Antilles, Bermuda or any Secured the Cayman Islands. All payments made by the Company on this Note shall be made free and clear of and without deduction for or on account of of, any and all present or future taxes, leviesduties, impostsassessments, deductionor governmental charges of whatever nature unless the deduction of such taxes, duties, assessments or governmental charges is then required by law. If any deduction or withholdings and all liabilities with respect thereto imposed by Panamawithholding for or on account of any present or future taxes, The Bahamas, The Marshall Islands assessments or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than governmental charges of the United States of America) from or through which payments under this AgreementKingdom, the Notes, any Loan DocumentNetherlands, the Guarantee Netherlands Antilles, Bermuda or the Secured Notes are made) Cayman Islands (or any political subdivision of or any taxing authority in thereof or taxing authority thereof or therein) shall at any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall time be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable amounts to be paid by the Company under this Note, the Company shall pay or cause to be paid such Subsidiary Guarantor, additional amounts ("ADDITIONAL AMOUNTS") as may be necessary in order that the case may be, thereunder net amounts received by a Holder of this Note after such deduction or withholding shall be increased by not less than the amount ("Additional Amounts") necessary so amounts specified in this Note to which the Holder of this Note is entitled; provided, however, that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum Company shall not be paid in respect required to make any payment of Additional Amounts for or on account of: (a) any Panamanian Taxestax, Bahamian Taxesassessment or other governmental charge to the extent such tax, MI Taxes assessment or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that governmental charge would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, nominee, trust, partnership or corporation), other than the holding of this Note or the receipt of amounts payable in respect of this Note, the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands or any political subdivision or taxing authority thereof or therein, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of this Note (where presentation is required) of such Secured Note for payment on a date more than 180 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever occurs later. The Lender, except to the extent that the Holder would have been entitled to Additional Amounts had this Note been presented on the last day of such period of 30 days; (b) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder of this Note or, if different, the beneficial owner of the interest payable on this Note, with a timely request of the Company addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the Subsidiary Guarantorsnationality, residence, identity or connection with the taxing jurisdiction of such Holder or beneficial owner which is required or imposed by a statute, regulation or administrative practice of the taxing jurisdiction as applicablea precondition to exemption from all or part of such tax, will also assessment or governmental charge; (ic) make any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (d) any tax, assessment or other governmental charge which is collectible otherwise than by withholding from payments of principal amount, redemption amount, Change of Control Payment or interest with respect to a Note or withholding from the proceeds of a sale or exchange of a Note; (e) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal amount, redemption amount, Change of Control Payment or interest with respect to a Note, if such payment can be made, and is in fact made, without such withholding by any other Paying Agent located inside the United States; (f) any tax, assessment or deduction and (ii) remit other governmental charge imposed on a Holder that is not the full amount deducted or withheld beneficial owner of a Note to the relevant authority in accordance with applicable law, and, in any such case, extent that the Lender is required beneficial owner would not have been entitled to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies such Additional Amounts had the beneficial owner directly held the Note; (g) any combination of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder items (other than an Excluded Holdera), reimburse each such holder for the amount of (ib), (c), (d), (e) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and (f) above; nor shall Additional Amounts be paid by such Holder as a result of payments made under or with respect to any Secured Notespayment of the principal of, and (ii) or any Panamanian Taxesinterest on, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect this Note to any reimbursement under Holder who is a fiduciary or partnership or other than the foregoing clause (i) so sole beneficial owner of such payment to the extent that a beneficiary or settlor would not have been entitled to any Additional Amounts had such beneficiary or settlor been the net Holder of this Note. All references to principal amount received by such Holder (net of payments made under or with respect to such Secured Notes, interest on the Loan, Notes in the Guarantee Indenture or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which Notes shall include any payment under or with respect Additional Amounts payable to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated pursuant to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datethis Section 2.

Additional Amounts. Except All payments made by or on behalf of the Company or any Guarantor under or with respect to the extent required by any applicable law, regulation law, regulation Notes or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Guarantees will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including without limitation, penalties, interest and all liabilities any other liability with respect thereto imposed by Panamathereto) (“Taxes”), The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, unless the Company or any Subsidiary Guarantor shall be (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 Panamanian Taxes, Bahamian Taxes, MI Taxes, amount for or Other on account of Taxes from imposed or in respect levied by or on behalf of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by jurisdiction in which the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount any Guarantor ("Additional Amounts"including any successor entities) necessary so that after making all required withholdings and deductions, Lender is then organized or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction resident for Tax purposes or any political subdivision thereof or therein or any taxing authority therein 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 owning disposition of such Secured any Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of payments made by or on behalf of the Company or any income Guarantor in respect thereof or payments 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 such Secured Note, any Note or Note Guarantee to any Holder who is a fiduciary or partnership or other than the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement sole beneficial owner of such Secured Note, payment to the Loan, the Guarantee extent that a beneficiary or any applicable Subsidiary Guarantee, settlor or (ii) that 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 but for pursuant to sections 1471 through 1474 of the presentation U.S. Internal Revenue Code of 1986, as amended, (where presentation is requiredthe “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 Secured 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 for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, concurrently being a shareholder of the Company or of any Guarantor; or (m) on account of any combination of the Subsidiary Guarantors, as applicable, above. The Company or any Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted. The Company will furnish, within 30 calendar 60 days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified 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 Lender, the Company or the Subsidiary Guarantors, as applicableany Guarantor. The Company will, Trustee will make such evidence available to the Holders upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposedrequest. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes or the Note Guarantees is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be any Guarantor becomes obligated to pay Additional Amounts with respect to such paymentpayment (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 Lenderrelevant payment date), the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee each Paying Agent an officer's certificate Officers’ Certificate stating the fact that such Additional Amounts will be payable payable, and the amounts will be payable and the amounts amount so payable and will set forth such other information as necessary to enable the Trustee 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. Except (a) All payments made by the Issuer under or with respect to the extent required by Notes (whether or not in the form of Definitive Registered Notes) or any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Guarantors with respect to its Note shall Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, leviesor on account of, imposts, deduction, charges any Taxes imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or on behalf of any jurisdiction in which the Issuer or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection Guarantor (including any jurisdiction (other than the United States of Americasuccessor entity) from or through which payments under this Agreementis then incorporated, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority engaged in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction resident for tax purposes or any political subdivision thereof or therein or any taxing authority therein other than the mere holding jurisdiction from or owning of such Secured Note, being a beneficiary through which payment is made by or on behalf of the Guarantee Issuer or any applicable Subsidiary Guarantor (including, without limitation, the jurisdiction of any Paying Agent) (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by the Issuer under or with respect to the Notes or any of the Guarantors with respect to any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the receipt of any income Issuer or payments the relevant Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such Secured Notepayments by each holder (including Additional Amounts) after such withholding, deduction or imposition will equal the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement respective amounts that would have been received and retained in respect of such Secured Notepayments in the absence of such withholding or deduction; provided, the Loanhowever, the Guarantee or that no Additional Amounts will be payable with respect to: (i) any applicable Subsidiary Guarantee, or (ii) Taxes that would not have been imposed but for the presentation holder or the Beneficial Owner of the Notes 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 the receipt of payment in respect of the Notes or with respect to any Note Guarantee; (ii) any Note presented for payment (where presentation is required) of such Secured Note for payment more than 180 30 days after the date relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (iii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (iv) any Taxes withheld, deducted or imposed on a payment became due to an individual and payable that are required to be made pursuant to European Council Directive 2003/48/EC or was duly provided forany other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income, whichever occurs later. The Lenderor any law implementing or complying with or introduced in order to conform to, the Company such directive; (v) any Note presented for payment by or the Subsidiary Guarantors, as applicable, will also (i) make on behalf of a holder of Notes who would have been able to avoid such withholding or deduction and (ii) remit the full amount deducted or withheld to by presenting the relevant authority in accordance Note to another Paying Agent; (vi) any Taxes payable other than by deduction or withholding from payments under, or with applicable law, and, in any such caserespect to, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under Notes or with respect to any Secured Note Guarantee; (vii) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the holder or Beneficial Owner of Notes, and following the Issuer’s written request addressed with reasonable prior written notice to the holder or Beneficial Owner, to comply with any certification, identification, information or other reporting requirements (iito the extent such holder or Beneficial Owner is legally eligible to do so), whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or Beneficial Owner is not resident in the Tax Jurisdiction); or (viii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed combination of items (i) through (vii) above; nor will any Additional Amounts be paid with respect to any reimbursement Taxes imposed on any payment of principal or interest on the Note or payments under the foregoing clause Note Guarantees in respect thereof to any holder who is either a fiduciary of a Beneficial Owner or a partnership to the extent such principal or interest payment would be required (iunder the tax laws of the jurisdiction of the Issuer or, if applicable, the tax laws of the jurisdiction of a Guarantor) so that to be included in the net amount received by taxable income of either the Beneficial Owner (in the case of a fiduciary) or a partner (in the case of a partnership) if such Holder (net of payments made under Beneficial Owner or with respect partner would not have been entitled to such Secured Additional Amounts had such Beneficial Owner or partner been the holder of such Note. (b) In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies or Taxes which are levied by any Tax Jurisdiction on the execution, delivery, registration or enforcement of any of the Notes, this Indenture, any Note Guarantee, or any Collateral Documents. (c) If the Loan, the Guarantee Issuer or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary GuarantorsGuarantor, as applicablethe case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to such paymentany payment under or with respect to the Notes or any Note Guarantee, each of the Lender, the Company Issuer or the Subsidiary Guarantorsrelevant Guarantor, as applicablethe case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises less than 45 days prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an officer's certificate Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts will amount estimated to be payable and the amounts so payable and will payable. The Officer’s Certificates must also set forth such any other information reasonably necessary to enable the Trustee Paying Agents to pay such Additional Amounts to Holders holders on the relevant payment date. The Trustee shall be entitled to rely solely on such an Officer’s Certificate as conclusive proof that such payments are necessary. (d) Upon written request the Issuer or the relevant Guarantor will provide to the Trustee copies of receipts or, if such receipts are not obtainable, other documentation reasonably satisfactory to the Trustee evidencing the payment of any Taxes so deducted or withheld. Upon request, copies of those receipts or other documentation, as the case may be, will be made available by the Trustee to the holders of the Notes. (e) Whenever in this Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. Except to the extent Unless required by any applicable law, regulation laweach Issuer and each Guarantor shall pay all amounts of principal of, regulation or governmental policyand any premium and interest on, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made free and clear of and without deduction or withholding for or on account of any and all present or future taxes, levies, imposts, deductionduties, assessments or other governmental charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any penalties, interest and additions to tax related thereto) (“Taxes”) imposed by any jurisdiction where any Issuer or Guarantor (other than or any successor thereto) is, at the United States of America) relevant time, organized, resident or doing business for tax purposes, or any jurisdiction from or through which payments under this Agreement, any Issuer or Guarantor makes any payment on the Notes, any Loan Documentas the case may be (each, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectivelya “Taxing Jurisdiction”). If the Lenderdeduction or withholding of any of these charges by any applicable withholding agent is required by a Taxing Jurisdiction, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee applicable Issuer or the Secured Notes, the sum payable by the Company or such Subsidiary applicable Guarantor, as the case may be, thereunder subject to the exceptions listed below, will pay any additional amounts (the “Additional Amounts”) necessary 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 increased paid on account of: (1) the amount of any Tax imposed by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender 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 Secured the Notes shall receive and a Taxing Jurisdiction other than a connection resulting from the purchase, ownership or disposition of such Notes (including the enforcement of rights thereunder or the receipt of payments in respect thereof), or (B) the Holder or beneficial owner presented the Notes for payment more than 30 days after the date on which the relevant payment became due or was provided for, whichever is later; (4) any estate, inheritance, gift, sale, transfer, excise, value added, personal property or similar Tax; (5) 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 may be, on the Notes; (6) the amount equal of any Tax that is imposed or withheld due to the sum 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 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as of the Issue Date (or any amended or successor version that it would have received had is substantively comparable and not materially more onerous to comply with) any regulations thereunder or official interpretations thereof, or any intergovernmental agreement between the United States and another jurisdiction implementing the foregoing or any law implementing such withholdings and deductions been madean intergovernmental agreement; provided that or (8) any such sum combination of Taxes described in clauses (1), (2), (3), (4), (5), (6) or (7) above. Additionally, no Additional Amounts shall not be paid in with respect to any payment to any Holder who is a fiduciary or a partnership or other than the sole beneficial owner of any Panamanian Taxessuch Notes to the extent that the beneficiary or settlor with respect to such fiduciary, Bahamian Taxes, MI Taxes the member of such partnership or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that Notes would not have been imposed but for entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner held such Notes directly. It is understood that the presentation (where presentation Trustee shall have no responsibility whatsoever to determine if a payment of Additional Amounts is required) of due or to calculate any such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs lateramounts. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority Whenever in accordance with applicable law, andthis Indenture there is mentioned, in any such casecontext, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of amounts based upon the principal of or any Panamanian Taxespremium or interest on, Bahamian Taxesor in respect of, MI Taxes any Notes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (any other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment payable under or with respect to the Secured Notes Notes, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 2.15 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 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 due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated not made. The obligation to pay Additional Amounts with respect to such paymentunder the terms and conditions described in this Section 2.15 will survive any termination, the Lender, the Company defeasance or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datedischarge of this Indenture.

Additional Amounts. Except (a) All payments that the Issuers make under or with respect to the extent required by Notes and that any applicable law, regulation law, regulation Guarantor makes under or governmental policy, with respect to any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Guarantee will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or withholdings and all liabilities with respect thereto imposed levied by Panamaor on behalf of Canada, The Bahamasthe United States, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany in which either Issuer or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) Guarantor is incorporated, organized or otherwise resident or engaged in or carrying on business for tax purposes or from or through which payments under this Agreement, either of the NotesIssuers, any Loan DocumentGuarantor or any of their paying agents makes any payment on the Notes or Guarantee, the Guarantee or the Secured Notes are made) or by, in each case any political subdivision of or taxing authority or agency thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law. If either Issuer or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company Guarantor or any Subsidiary Guarantor shall be other applicable withholding agent is required by law to withhold or deduct any Panamanian Taxesamount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Guarantee, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company such Issuer or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount will pay additional amounts ("“Additional Amounts"”) as may be necessary so to ensure that after making all required withholdings and deductions, Lender or any the net amount received by each Holder or beneficial owner of Secured the Notes shall receive an amount equal after such withholding or deduction (including any withholding or deduction attributable to the sum that it Additional Amounts) will be not less than the amount the Holder or beneficial owners would have received if such Taxes had not such withholdings and deductions been made; provided that required to be withheld or deducted. (b) Neither the Issuers nor any such sum shall not be paid Guarantor will, however, pay Additional Amounts in respect or on account of: (1) any Taxes imposed by reason of the Holder or beneficial owner (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or corporation) being considered as having a present or former connection (including, but not limited to, citizenship, nationality, residence, domicile, incorporation, or existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within such Relevant Taxing Jurisdiction)to the Relevant Taxing Jurisdiction (other than any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting connection arising solely from the beneficial owner of such Secured Note carrying on business acquisition, ownership or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary disposition of the Guarantee or any applicable Subsidiary GuaranteeNotes, the receipt of any income payments under or payments in with respect of such Secured Note, to the Loan, the Guarantee Notes or any applicable Subsidiary Guarantee Guarantee, or the exercise or enforcement of such Secured Noterights under or with respect to the Notes, the Loan, the Guarantee this Indenture or any applicable Subsidiary Guarantee); (2) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Issuers’ written request addressed to the Holder (and made at a time that would enable the Holder or beneficial owner acting reasonably to comply with that request, and in all events at least 30 calendar days before the relevant date on which payment under or with respect to the Notes or any Guarantee is due and payable) to comply with any certification or identification requirements, whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction), but in each case only to the extent that the Holder or beneficial owner, as the case may be, is legally eligible to provide such certification; (3) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (4) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes; (5) any Canadian Taxes paid or payable by reason of (i) the Holder, beneficial owner or other recipient of the amount not dealing at arm’s length with the Issuer or a Guarantor for the purposes of the Income Tax Act (Canada), or (ii) the Holder or beneficial owner being, or not dealing at arm’s length with, a “specified shareholder” of the Issuer for the purposes of subsection 18(5) of the Income Tax Act (Canada); (6) any Tax imposed on or with respect to any payment by the Issuers or a Guarantor to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed but for on such payment had the beneficiary, partner or other beneficial owner directly held the Note; (7) any Tax that is imposed or levied by reason of the presentation (where presentation is requiredrequired in order to receive payment) of such Secured Note the Notes for payment on a date more than 180 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever occurs is later, except to the extent that the beneficial owner or Holder thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such 30 day period; (8) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed or levied on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other European Council Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such European Council Directive; (9) any Tax that is imposed or levied on or with respect to a Note presented for payment on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union; (10) any Taxes imposed pursuant to Sections 1471 through 1474 of the Code as of the Issue Date (and any amended or successor version that is substantially comparable) any regulations or other official guidance thereunder or agreements (including any intergovernmental agreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith; or (11) any backup withholding pursuant to Section 3406 of the Code. In addition, Additional Amounts will not be payable with respect to any Taxes that are imposed in respect of any combination of the above items. (c) The LenderIssuers and each Guarantor, the Company if they are applicable withholding agents (or the Subsidiary Guarantors, as applicableare otherwise required to withhold amounts under applicable law), will also (i) make such withholding or deduction required by applicable law and (ii) remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder . (other than an Excluded Holder), reimburse each such holder for the amount of (id) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, Issuers and any Guarantor will be obligated to pay Additional Amounts with respect to such paymentpayment (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 is due and payable, in which case it will be promptly thereafter), the Lender, the Company or the Subsidiary Guarantors, as applicable, Issuers will deliver to the Trustee an officer's certificate Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information (other than the identities of Holders and beneficial owners) necessary to enable the Trustee or Paying Agent, as the case may be, to pay such Additional Amounts to Holders and beneficial owners on the relevant payment date. The Trustee will make such payments in the same manner as any other payments on the Notes. The Issuers will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing payment of such Additional Amounts. (e) Upon request, the Issuers or the relevant Guarantor will take reasonable efforts to furnish to the Trustee or a Holder within a reasonable time certified copies of tax receipts or other evidence of the payment by the Issuers or such Guarantor, as the case may be, of any Taxes imposed or levied by a Relevant Taxing Jurisdiction. (f) The Issuers and each Guarantor will pay any present or future stamp, issue, registration, court documentation, excise or property taxes or other similar taxes, charges and duties, including interest, additions to tax and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the receipt of any payment under or with respect to the Notes or any Guarantee, the execution, issue, delivery or registration of the Notes, any Guarantee or this Indenture or any other document or instrument referred to thereunder and any such taxes, charges, duties or similar levies imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes, such Guarantee or this Indenture or any such other document or instrument following the occurrence of any Event of Default with respect to the Notes. Neither the Issuers nor any Guarantor will, however, pay such amounts that are imposed on or result from a sale or other transfer or disposition by a Holder or beneficial owner of a Note. (g) The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to the Issuers or any Guarantor is organized, incorporated or otherwise resident or engaged in or carrying on business for tax purposes and any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. Except If any taxes, assessments or other governmental charges are imposed by the jurisdiction, other than the United States, where the Guarantor or a successor (a “Payor”) is organized or otherwise considered to be a resident for tax purposes, any jurisdiction, other than the United States, from or through which the Payor makes a payment on the Securities of any Series, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Securities of such Series, the Payor shall pay to each Holder of any such Security, to the extent required by any applicable lawit may lawfully do so, regulation lawsuch additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to such Holder will be not less than the amount specified in such Security to which such holder is entitled; provided, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreementhowever, the Notes, Payor shall not be required to make any Loan Document or any Secured Note shall be made free and clear payment of and without deduction Additional Amounts for or on account of of: (a) any and all present tax, assessment or future taxes, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through governmental charge which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) 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 or having had a permanent establishment therein or (ii) the presentation of a Security (where presentation is required) of such Secured Note for payment on a date more than 180 30 days after (x) the date on which such payment became due and payable or was (y) the date on which payment thereof is duly provided for, whichever occurs later; (b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (c) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of (or in respect of) principal of, premium, if any, or any interest on, the Securities of such Series; (d) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Securities of such Series to comply with a request of the Payor addressed to the Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (e) any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Securities of such Series to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Securities. The LenderPayor shall provide the Trustee with the official acknowledgment of the relevant tax authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the Company payment of the withholding taxes by the Payor. Copies of such documentation shall be made available to the holders of the Securities of such Series or the Subsidiary Guarantorspaying agent, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority upon request therefor. Whenever in accordance with applicable law, andthis Indenture there is mentioned, in any such casecontext, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of the principal of or any Panamanian Taxespremium or interest on, Bahamian Taxesor in respect of, MI Taxes any Security of any Series or Other Taxes is due the net proceeds received on the sale or exchange of any Security of any Series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such Series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to applicable lawsuch terms, certified copies and express mention of tax receipts evidencing the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such payment by the Lender, the Company express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Subsidiary GuarantorsSecurities of the applicable Series, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for at least 10 days prior to the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or first Interest Payment Date with respect to such Secured NotesSeries of Securities (or if the Securities of such Series shall not bear interest prior to Maturity, the Loanfirst day on which a payment of principal is made), the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At and at least 30 calendar 10 days prior to each date on which of payment of principal or interest if there has been any payment under or change with respect to the Secured Notes is due and payable, if matters set forth in the Lenderbelow-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Subsidiary GuarantorsTrustee, as applicablean Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, will be obligated to pay if any, or interest on, if any, and Additional Amounts Amounts, if any, with respect to the Securities of such paymentSeries shall be made to Holders of Securities of such Series who are United States Aliens without withholding for or on account of any tax, assessment or other governmental charge described in the LenderSecurities of such Series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities, and the Company or the Subsidiary Guarantors, as applicable, will deliver agrees to pay to the Trustee an officer's certificate stating or such Paying Agent the fact that such Additional Amounts will be payable and required by the amounts will be payable and the amounts so payable and will set forth terms of such other information necessary Securities. The Company covenants to enable indemnify the Trustee and any Paying Agent for, and to pay such Additional Amounts hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to Holders on the payment datethis Section 3.4.

Additional Amounts. Except to All payments (including any premium paid upon redemption of the extent required Notes) by any applicable law, regulation law, regulation or governmental policy, any and all payments of, on behalf of the Issuer or a successor in respect of the Loan, this Agreement, Notes or the Notes, any Loan Document Guarantors or any Secured a successor in respect of the Note shall Guaranties will be made free and clear of of, and without withholding or deduction for for, or on account of any and all present or future taxes, leviesduties, impostsassessments, deductionor other governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of Brazil, charges the United States, or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands any authority therein or thereof or any other jurisdiction with whicx xxx Xxmpany in which the Issuer or any Subsidiary has some connection the Guarantors (including any jurisdiction (other than the United States of Americain each case, their successor) are organized, doing business or from or through which payments under this Agreement, are made in respect of the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in thereof or therein (any such jurisdiction of the aforementioned being a “Taxing Jurisdiction”), unless the Issuer or the Guarantors ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required their respective successor) are compelled by law to deduct or withhold or deduct any Panamanian Taxessuch taxes, Bahamian Taxesduties, MI Taxesassessments, or Other Taxes from governmental charges. In such event, the Issuer or the Guarantors (or their respective successor) will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such Additional Amounts as may be necessary to ensure that the net amounts received by registered Holders of Notes after such withholding or deduction shall equal the respective amounts of principal and interest (or other amounts stated to be payable under the Notes) which would have been received in respect of any sum payable under this Agreementthe Notes in the absence of such withholding or deduction (“Additional Amounts”). Notwithstanding the foregoing, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or no such Subsidiary Guarantor, as the case may be, thereunder Additional Amounts shall be increased by the amount payable: ("Additional Amounts"i) necessary so that after making all required withholdings and deductionsto, Lender or any to a third party on behalf of, a Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not who is liable for such withholdings and deductions been made; provided that any such sum shall not be paid Taxes in respect of such Note by reason of the existence of any Panamanian Taxes, Bahamian Taxes, MI Taxes present or Other Taxes to a former connection between such Holder (an "Excluded Holder") (i) resulting from the beneficial owner or between a fiduciary, settlor, beneficiary, member or shareholder of such Secured Note carrying on Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the relevant Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or being deemed to carry on business in present therein or through having, or having had, a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein therein, other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee Note or any applicable Subsidiary Guarantee, enforcement of rights under the Indenture and the receipt of any income or payments with respect to the Note; (ii) in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) Taxes that would not have been imposed but so withheld or deducted if the notes had been surrendered or presented for the presentation payment (where presentation if surrender or presentment is required) not more than 30 days after the Relevant Date except to the extent that payments under such Note would have been subject to withholdings and the Holder of such Secured Note would have been entitled to such Additional Amounts, on surrender of such Note for payment more than 180 days after on the date last day of such payment became due and payable period of 30 days; (iii) to, or was duly provided forto a third party on behalf of, whichever occurs later. The Lendera Holder who is liable for such Taxes by reason of such Holder’s failure to comply with any certification, identification, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder, if (1) compliance is required by law or an applicable income treaty as a precondition to, exemption from, or reduction in the rate of, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured NotesTax, and (ii2) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that Issuer has given the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At Holders at least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, days’ notice that Holders will be obligated required to pay Additional Amounts with provide such certification, identification, documentation or other requirement; (iv) in respect to such paymentof any estate, inheritance, gift, sales, transfer, excise or personal property or similar Tax, other than as provided in Section 4.06(g) of the Lender, the Company Indenture; (v) in respect of any Tax which is payable other than by deduction or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders withholding from payments of principal of (including premium) or interest on the payment date.Note; or

Additional Amounts. Except (a) All payments that the Issuer makes under or with respect to this Note or that the Guarantors make under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note Guarantees shall be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including, without limitation, penalties, interest and all other similar liabilities with respect thereto related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by Panama, The Bahamas, The Marshall Islands or on behalf of any jurisdiction in which the Issuer or any other jurisdiction with whicx xxx Xxmpany Guarantor is incorporated or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) otherwise resident for tax purposes or from or through which payments under any of the foregoing makes any payment on this Agreement, the Notes, any Loan Document, the Guarantee Note or the Secured Notes are made) by or within any political subdivision or governmental authority of or any taxing authority in any such jurisdiction of the foregoing having power to tax ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectivelyeach, a “Relevant Taxing Jurisdiction”). If , unless the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company Issuer or such Subsidiary Guarantor, as the case may be, thereunder shall be increased is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor (or any Agent on its behalf) is required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to this Note or any Guarantee, the Issuer or the Guarantor, as the case may be, shall pay additional amounts ("“Additional Amounts"”) as may be necessary so to ensure that the net amount received by each Holder after making all required withholdings and deductionssuch withholding or deduction (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Neither the Issuer nor any Guarantor shall, Lender however, pay Additional Amounts in respect or on account of: (i) any Taxes, which would not have been imposed by the Relevant Taxing Jurisdiction in which such Taxes are imposed but for the Holder or beneficial owner of Secured Notes shall receive an amount equal to this Note being or having been a citizen, resident or national thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein or having any other present or former connection with such Relevant Taxing Jurisdiction (other than the sum that it would have received had not such withholdings and deductions been made; provided that mere receipt, ownership, holding or disposition of this Note, or by reason of the receipt of any such sum shall not be paid payments in respect of any Panamanian Note or any Guarantee, or the exercise or enforcement of rights under any Notes or any Guarantee); (ii) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of this Note, following the Issuer’s written request, to comply with any certification, identification, information or other reporting requirements (to the extent such Holder or beneficial owner is legally eligible to do so), whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner, as appropriate, is not resident in the Relevant Taxing Jurisdiction); (iii) any estate, inheritance, gift, sales, excise, transfer, personal property or similar Taxes, Bahamian Taxes, MI Taxes ; (iv) any Tax which is payable otherwise than by deduction or Other Taxes withholding from payments made under or with respect to this Note or any Guarantee; (v) any Tax imposed on or with respect to any payment by the Issuer or the Guarantor to the Holder if such Holder is a Holder (an "Excluded Holder") (i) resulting from fiduciary or partnership or any Person other than the sole beneficial owner of such Secured Note carrying on business or being deemed payment to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) extent that Taxes would not have been imposed but on such payment had such Holder been the sole beneficial owner of such Note; (vi) any Tax that is imposed on or with respect to a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Notes to another paying agent in a member state of the European Union; (vii) any Taxes that were imposed as a result of the presentation of a Note for payment (where presentation is required) of such Secured Note for payment more than 180 30 days after the date relevant payment is first made available to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (viii) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed on a payment became due to an individual and is required to be made pursuant to the European Council Directive 2003/48/EC, European Council Directive 2014/14/EU or any other Directive implementing the conclusions of the ECOFIN Council meetings of November 26 and 27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing those conclusions or any law implementing or complying with, or introduced in order to conform to, any such Directive; or (ix) any combination of any of the above. In addition, any amounts to be paid on this Note will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, and no Additional Amounts will be required to be paid on account of any such deduction or withholding. Such Additional Amounts also will not be payable or was duly provided forwhere, whichever occurs later. had the beneficial owner of the Note been the Holder, it would not have been entitled to payment of Additional Amounts by reason of clauses (i) to (ix) inclusive above. (c) The Lender, Issuer and the Company or the Subsidiary Guarantors, as applicable, will also Guarantors shall (i) make such withholding or deduction as is required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder . (other than an Excluded Holder), reimburse each such holder for the amount of (id) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes this Note or any Guarantee is due and payable, if the Lender, the Company Issuer or the Subsidiary Guarantors, as applicable, will a Guarantor shall be obligated to pay Additional Amounts with respect to such paymentpayment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to this Note or any Guarantee is due and payable, in which case it will be promptly thereafter), the Lender, the Company or the Subsidiary Guarantors, as applicable, will Issuer shall deliver to the Trustee an officer's certificate Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set setting forth such other information as is necessary to enable the Trustee and the Paying Agent to pay such Additional Amounts to the Holders on the payment date. The Trustee and the Paying Agent shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuer shall promptly publish a notice in accordance with Section 12.01 of the Indenture stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer and the Guarantors, shall pay any present or future stamp, issue, registration, court, documentary, excise or property taxes or other similar taxes, charges and duties, including, without limitation, interest, penalties and other similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of (i) the execution, issue, delivery or registration of this Note or any Guarantee or any other document or instrument referred to thereunder, or (ii) the receipt of any payments with respect to, or enforcement of, this Note or any Guarantee. Upon written request, the Issuer or a Guarantor will furnish to the Trustee and the Paying Agent or a Holder as soon as possible following such request copies of tax receipts evidencing the payment by the Issuer or such Guarantor (as the case may be) of any Taxes imposed or levied by a Relevant Taxing Jurisdiction, in accordance with the procedures described in Section 12.01 of the Indenture, in such form as provided in the normal course by the taxing authority imposing such Taxes and as may be reasonably available to the Issuer or the Guarantors. If, notwithstanding the efforts of the Issuer or Guarantor to obtain such receipts, the same are not obtainable, the Issuer or such Guarantor will provide the Trustee, the Paying Agent or such Holder with other evidence reasonably satisfactory to the Trustee, the Paying Agent or holder of such payments by the Issuer or Guarantor. If reasonably requested by the Trustee, the Issuer and (to the extent necessary) any Guarantors provide to the Trustee such information as may be in the possession of the Issuer and the Guarantors (and not otherwise in the possession of the Trustee) to enable the Trustee to determine the amount of any withholding Taxes attributable to any particular Holder(s); provided, however, that in no event shall the Issuer or any Guarantor be required to disclose any information that it reasonably deems to be confidential. (e) Whenever the Indenture or this Notes refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to this or any other Note (including payments thereof made pursuant to a Guarantee), such reference includes the payment of Additional Amounts, if applicable. (f) The preceding provisions will survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer or any Guarantor is incorporated or otherwise resident for tax purposes or any jurisdiction from or through which such person makes any payment on this or any other Note (or any Guarantee) and any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. Except All payments made by the Company under or with respect to the extent required a Note or by any applicable law, regulation law, regulation a Guarantor under or governmental policy, any and all payments of, or in with respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall to a Guarantee will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto related thereto) (hereinafter, “Taxes”) imposed or levied by Panama, or on behalf of the government of The Bahamas, The Marshall Islands Netherlands or any other jurisdiction with whicx xxx Xxmpany in which the Company or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from Guarantor is organized or is a resident for tax purposes or within or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) payment is made or any political subdivision of or any taxing authority in or agency thereof or therein (any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectivelyof the aforementioned being a “Taxing Jurisdiction”). If the Lender, unless the Company or any Subsidiary such Guarantor shall be is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, such Taxes by law or Other by the interpretation or administration thereof. If the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or in with respect to a Note or a Guarantee of any sum payable under this Agreementsuch Guarantor, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may beapplicable, thereunder shall be increased by the amount will pay such additional amounts ("“Additional Amounts"”) as may be necessary so that the net amount received by the Holder of such Note (including Additional Amounts) after making all such withholding or deduction of such Taxes will not be less than the amount such Holder would have received if such Taxes had not been required withholdings and deductionsto be withheld or deducted; provided, Lender however, that notwithstanding the foregoing, Additional Amounts will not be paid with respect to: (1) any Taxes that would not have been so imposed, deducted or withheld but for the existence of any present or former connection between the Holder or beneficial owner of Secured Notes shall receive a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner of such Note, if the Holder or beneficial owner is an amount equal estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction, including, without limitation, the Holder or beneficial owner being, or having been, a citizen, national, or resident, being, or having been, engaged in a trade or business, being, or having been, physically present in or having had a permanent establishment in the relevant Taxing Jurisdiction (but not including the mere receipt of such payment or the ownership or holding of or the execution, delivery, registration or enforcement of such Note); (2) subject to the sum last paragraph of this Section, any estate, inheritance, gift, sales, excise, transfer or personal property tax or similar tax, assessment or governmental charge; (3) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to such Note or Guarantee; (4) any Taxes that it would not have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") payment on such Note had (i) resulting from made a declaration of nonresidence, or any other claim or filing for exemption, to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of nonresidence or other claim or filing for exemption or such compliance is required by the applicable law of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 60 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, the relevant Holder at that time has been notified by the Company, any Guarantor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); (5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (6) any payment under or with respect to a Note to any Holder that is a fiduciary, limited liability company or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or limited liability company or the beneficial owner of such Secured payment or Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for entitled to the presentation (where presentation is required) Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Secured Note; (7) any Taxes imposed on a payment to an individual and required to be made pursuant to European Council Directive 2003/48/EC (the “Directive”) or any law implementing or complying with, or introduced in order to conform to, the Directive; (8) any Note presented for payment more than 180 days after by, or on behalf of, a Holder who would have been able to avoid such Taxes by presenting the date such payment became due and payable or was duly provided for, whichever occurs laterrelevant note to another Paying Agent in a Member State of the European Union; or (9) any combination of items (1) through (8) above. The Lender, foregoing provisions shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to the Company or a Guarantor. The Company or the Subsidiary Guarantors, as applicable, applicable Guarantor will also (i) make such any applicable withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, . The Company or the Lender is required applicable Guarantor will furnish to furnish under the Indenture to each Holder on whose behalf an amount was so remittedTrustee, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes deducted or Other Taxes withheld is due pursuant to applicable law, certified copies of tax receipts evidencing or, if such tax receipts are not reasonably available to the Company or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Lender, the Company or such Guarantor. Copies of such receipts or other documentation will be made available to the Subsidiary GuarantorsHolders or the Paying Agent, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposedrequest. At least 30 calendar 15 days prior to each date on which any payment under or with respect to the Secured any Notes is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in which case it shall be promptly delivered thereafter, if the Lender, the Company or the Subsidiary Guarantors, as applicable, any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, such Guarantor will deliver to the Trustee and the Paying Agent an officer's certificate Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts will estimated to be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee such Paying Agent to pay such Additional Amounts to Holders of such Notes on the relevant payment date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. The Trustee shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company and the Guarantors 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 any jurisdiction from the execution, delivery, enforcement or registration of the Notes, this Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside any jurisdiction in which the Company or any Guarantor or any successor Person is organized or resident for tax purposes or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Notes, the Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes. The Company and the Guarantors agree to indemnify the Holders of the Notes for any such non-excluded taxes paid by such Holders.

Additional Amounts. Except All payments made by the Company under or with respect to the extent required a Note or by any applicable law, regulation law, regulation a Guarantor under or governmental policy, any and all payments of, or in with respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall to a Guarantee will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto related thereto) (hereinafter, “Taxes”) imposed or levied by Panama, or on behalf of the government of The Bahamas, The Marshall Islands Netherlands or any other jurisdiction with whicx xxx Xxmpany in which the Company or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from Guarantor is organized or is a resident for tax purposes or within or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) payment is made or any political subdivision of or any taxing authority in or agency thereof or therein (any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectivelyof the aforementioned being a “Taxing Jurisdiction”). If the Lender, unless the Company or any Subsidiary such Guarantor shall be is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, such Taxes by law or Other by the interpretation or administration thereof. If the Company or any Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made under or in with respect to a Note or a Guarantee of any sum payable under this Agreementsuch Guarantor, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may beapplicable, thereunder shall be increased by the amount will pay such additional amounts ("“Additional Amounts"”) as may be necessary so that the net amount received by the Holder of such Note (including Additional Amounts) after making all such withholding or deduction of such Taxes will not be less than the amount such Holder would have received if such Taxes had not been required withholdings and deductionsto be withheld or deducted; provided, Lender however, that notwithstanding the foregoing, Additional Amounts will not be paid with respect to: (1) any Taxes that would not have been so imposed, deducted or withheld but for the existence of any present or former connection between the Holder or beneficial owner of Secured Notes shall receive a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner of such Note, if the Holder or beneficial owner is an amount equal estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction, including, without limitation, the Holder or beneficial owner being, or having been, a citizen, national, or resident, being, or having been, engaged in a trade or business, being, or having been, physically present in or having had a permanent establishment in the relevant Taxing Jurisdiction (but not including the mere receipt of such payment or the ownership or holding of or the execution, delivery, registration or enforcement of such Note); (2) subject to the sum last paragraph of this Section, any estate, inheritance, gift, sales, excise, transfer or personal property tax or similar tax, assessment or governmental charge; (3) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to such Note or Guarantee; (4) any Taxes that it would not have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") payment on such Note had (i) resulting from made a declaration of nonresidence, or any other claim or filing for exemption, to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of nonresidence or other claim or filing for exemption or such compliance is required by the applicable law of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 60 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, the relevant Holder at that time has been notified by the Company, any Guarantor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); (5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (6) any payment under or with respect to a Note to any Holder that is a fiduciary, limited liability company or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or limited liability company or the beneficial owner of such Secured payment or Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for entitled to the presentation (where presentation is required) Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Secured Note; (7) any Taxes imposed on a payment to an individual and required to be made pursuant to European Council Directive 2003/48/EC (the “Directive”) or any law implementing or complying with, or introduced in order to conform to, the Directive; (8) any Note presented for payment more than 180 days after by, or on behalf of, a Holder who would have been able to avoid such Taxes by presenting the date such payment became due and payable or was duly provided for, whichever occurs laterrelevant note to another Paying Agent in a Member State of the European Union; or (9) any combination of items (1) through (8) above. The Lender, foregoing provisions shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to the Company or a Guarantor. The Company or the Subsidiary Guarantors, as applicable, applicable Guarantor will also (i) make such any applicable withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, . The Company or the Lender is required applicable Guarantor will furnish to furnish under the Indenture to each Holder on whose behalf an amount was so remittedTrustee, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes deducted or Other Taxes withheld is due pursuant to applicable law, certified copies of tax receipts evidencing or, if such tax receipts are not reasonably available to the Company or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Lender, the Company or such Guarantor. Copies of such receipts or other documentation will be made available to the Subsidiary GuarantorsHolders or the Paying Agent, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposedrequest. At least 30 calendar 15 days prior to each date on which any payment under or with respect to the Secured any Notes is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in which case it shall be promptly delivered thereafter, if the Lender, the Company or the Subsidiary Guarantors, as applicable, any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, such Guarantor will deliver to the Trustee and the Paying Agent an officer's certificate Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts will estimated to be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee such Paying Agent to pay such Additional Amounts to Holders of such Notes on the relevant payment date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. The Trustee shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. Whenever in the Indenture there is mentioned, in any context, the payment of Principal, interest or of any other amount payable under or with respect to any Note, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company and the Guarantors 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 any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside any jurisdiction in which the Company or any Guarantor or any successor Person is organized or resident for tax purposes or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Notes, the Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes. The Company and the Guarantors agree to indemnify the Holders of the Notes for any such non-excluded taxes paid by such Holders.

Additional Amounts. Except The Company hereby further agrees, subject to the extent limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company is incorporated or resident for tax purposes shall at any time be required by such jurisdiction (or any applicable law, regulation law, regulation such political subdivision or governmental policy, any and all payments of, or taxing authority) in respect of any amounts to be paid by the LoanCompany under any series of Securities, this Agreementthen the Company will pay to the Holder of a Security of such series as supplemental interest such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to such Holder who, the Noteswith respect to any such tax, any Loan Document assessment or any Secured Note other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be made free and clear not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Company shall not be required to make any payment of and without deduction Additional Amounts (i) for or on account of any and all present such tax, assessment or future taxes, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto governmental charge imposed by Panama, The Bahamas, The Marshall Islands the jurisdiction in which the Company is incorporated or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection resident for tax purposes (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, therein) or (ii) for or on account of: (A) any tax, assessment or other governmental charge that would not have been imposed but for (x) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (y) the presentation of a Security (where presentation is required) of such Secured Note for payment on a date more than 180 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever occurs later. The Lender; (B) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (C) any tax, assessment or other governmental charge that is payable otherwise than by withholding from payments of (or in respect of) principal of, or any premium or interest on, a Security; (D) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld addressed to the relevant authority in accordance with applicable lawHolder (x) to provide information, anddocuments and other evidence concerning the nationality, in residence or identity of the Holder or such beneficial owner or (y) to make and deliver any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes declaration or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder other similar claim (other than an Excluded Holdera claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any information or reporting requirement, which, in the case of (x) or (y), reimburse each is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such holder for the amount of tax, assessment or other governmental charge; or (iE) any Panamanian Taxescombination of items (A), Bahamian Taxes(B), MI Taxes or Other Taxes so levied or imposed (C) and (D); nor shall Additional Amounts be paid by such Holder as a result of payments made under or with respect to any Secured Notespayment of the principal of, and (ii) or any Panamanian Taxespremium or interest on, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect any series of Security to any reimbursement under Holder who is a fiduciary or partnership or other than the foregoing clause sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdictions in which the Company is incorporated or resident for tax purposes (ior any political subdivision or taxing authority thereof or therein) so that to be included in the net amount received by such Holder (net income for tax purposes of payments made under a beneficiary or settlor with respect to such Secured Notesfiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such series. Whenever in this Indenture there is mentioned, in any context, the Loanpayment of the principal of, the Guarantee or premium, if any, or interest, if any, on, any Security of any series or payment of any related coupon or the applicable Subsidiary Guaranteesnet proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) after such reimbursement will in any provisions hereof shall not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on construed as excluding Additional Amounts in those provisions hereof where such reimbursement had express mention is not been imposedmade. At least 30 calendar ten days prior to the first Interest Payment Date for any series of Securities, and at least ten days prior to each date on which of payment of principal and any payment under premium or interest, if there has been any change with respect to the Secured Notes is due and payable, if matters set forth in the Lenderbelow-mentioned Officers’ Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Subsidiary GuarantorsTrustee, as applicablewith an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the series of Securities shall be made to Holders of such series without withholding for or on account of any tax, will assessment or other governmental charge described in the Securities of that series. If any such withholding shall be obligated required, then such Officers’ Certificate shall specify by country the amount, if any, required to pay Additional Amounts with respect be withheld on such payments to such payment, Holders of the Lender, Securities of that series and the Company or the Subsidiary Guarantors, as applicable, will deliver pay to the Trustee an officer's certificate stating or such Paying Agent or Paying Agents the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary required by this Section. The Company covenants to enable indemnify the Trustee and any Paying Agent for, and to pay such Additional Amounts hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to Holders on the payment datethis Section.

Additional Amounts. Except (i) All payments due to be made by the Insurance Company to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect Owner under the terms of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Contract will be made free and clear of and without any withholding or deduction for or on account of any and all present Taxes unless the Insurance Company has specified in Schedule A that they have agreed to pay Additional Amounts or future taxessuch withholding or deduction is required by law. Subject to Section 4.3, levies, imposts, deduction, charges if such withholding or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be deduction is required by law and the Insurance Company has specified in Schedule A that they have agreed to withhold pay Additional Amounts, the Insurance Company will pay such Additional Amounts as may be required so that the amount received by the Trust or deduct any Panamanian Taxesa Beneficial Note Owner under its Note(s), Bahamian Taxes, MI Taxes, or Other Taxes from or in respect as applicable (net of any sum payable such withholding or deduction under this AgreementContract or any Note(s)), will equal the Notes, amount that would have been paid under this Contract or under any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorNote(s), as the case may be, thereunder shall be increased by the amount had no such deduction or withholding been required. ("Additional Amounts"ii) necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal Notwithstanding anything herein to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum contrary, the Insurance Company shall not be paid in respect required to make any payment of any Panamanian TaxesAdditional Amounts in accordance with Section 3.6(i) for or on account of: (a) any Taxes imposed which would not have been imposed but for the existence of (1) any present or former connection between the Trust or a Beneficial Note Owner and the United States, Bahamian Taxesincluding, MI Taxes without limitation, being or Other Taxes to having been a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business citizen or resident thereof, or being deemed to carry on or having been present therein or engaged in a trade or business in therein, or through (2) the Trust's or such Beneficial Note Owner’s status as incorporated therein, or having or having had a permanent establishment therein, or fixed base in the relevant taxing jurisdiction being or having any been a controlled foreign corporation, a personal holding company, a passive foreign investment company, a corporation that has accumulated earnings to avoid United States federal income tax or a private foundation or other connection with the relevant taxing jurisdiction tax-exempt organization, or any political subdivision thereof being or any taxing authority therein other than the mere holding having been an actual or owning constructive owner of such Secured Note, being a beneficiary 10% or more of the Guarantee or total combined voting power of all shares of the Insurance Company; (b) any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that Taxes imposed which would not have been imposed but for the presentation by the Trust of this Contract or by a Beneficial Note Owner of any related Note(s) to the Trust (where presentation is required) of such Secured Note for payment on a date more than 180 30 days after the date on which such payment became becomes due and payable or was the date on which payment is duly provided for, whichever occurs later. The Lender, except to the Company extent the Trust or the Subsidiary GuarantorsBeneficial Note Owner would have been entitled to Additional Amounts had this Contract or the Note(s), as applicablethe case may be, will also been presented on the last day of such period of 30 days; (ic) make such withholding or deduction and (ii) remit the full amount deducted any Taxes which are imposed or withheld solely by reasons of the failure of the Trust or a Beneficial Note Owner to comply with certification, identification or information reporting requirements concerning the relevant authority in accordance nationality, residence, identity or connection with applicable lawthe United States of the Trust or Beneficial Note Owner, and, in any such case, the Lender if compliance is required by statute, by regulation of the United States Treasury Department, by judicial or administrative interpretation of such statute or regulation or by an applicable income tax treaty to furnish under which the Indenture United States is a party as a precondition to each Holder exemption from such Taxes; (d) any inheritance, gift, estate, personal property, sales or transfer Taxes; (e) any Taxes that are payable otherwise than by withholding from payments in respect of this Contract or the related Notes; (f) any Taxes which are imposed by reason of the Trust or a Beneficial Note Owner being or having been a bank for United States federal income tax purposes whose receipt of interest on whose behalf the Notes is described in section 881(c)(3)(A) of the Code; (g) any Taxes imposed by reason of payments on this Contract or the related Notes being treated as contingent interest described in section 871(h)(4) of the Code; (h) any Taxes that would not have been imposed but for an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment election by the Lender, Trust or a Beneficial Note Owner the Company or effect of which is to make payment in respect of the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of Notes subject to United States federal income tax; (i) any Panamanian Taxestax, Bahamian Taxesduty, MI Taxes levy, assessment or Other Taxes so levied governmental charge of any taxing authority other than the United States, any political subdivision thereof or imposed and paid by such Holder as a result of payments made under any authority or with respect agency therein or thereof having the power to any Secured Notes, and tax; or (iij) any Panamanian Taxescombination of items (a), Bahamian Taxes(b), MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (c), (d), (e), (f), (g), (h) and (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment dateabove.

Additional Amounts. Except Payments made by the Issuer or the Guarantor pursuant to the extent Securities or the Securities Guarantee will be made without withholding or deduction for taxes unless required by law. In the event of (i) any applicable law, regulation law, regulation or governmental policy, any and all payments of, or change that becomes effective after the date hereof in respect the laws of the Loan, this Agreement, the Notes, any Loan Document U.K. or any Secured Note shall be made free and clear Bermuda or of and without deduction for or on account of any and all present or future taxes, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or taxing authority thereof or therein or any taxing authority change in any such jurisdiction the interpretation or administration thereof or (ii) a failure by the Issuer to list and maintain a listing of the Securities on a "Panamanian Taxes,recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) prior to the first date upon which interest is required to be paid hereunder (a "Bahamian Taxes," Listing Failure"MI Taxes," or "Other Taxes," respectively). If the Lender, the Company effect of which is to require the withholding or any Subsidiary deduction by the Issuer or the Guarantor shall be required by law pursuant to withhold the Securities or deduct any Panamanian Taxesthe Securities Guarantee, Bahamian Taxesrespectively, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee amount for taxes that would not have been required to be withheld or the Secured Notes, the sum payable by the Company deducted absent such change or such Subsidiary GuarantorListing Failure, as the case may be, thereunder shall be increased by the amount Issuer or the Guarantor will pay, to the extent it may then lawfully do so, such additional amounts ("Additional Amounts") as may be necessary so in order that every net payment of the principal of and interest on the Securities, after making all required withholdings deduction for withholding for or on account of any future tax, assessment or other governmental charge will not be less than the amount provided for in the Securities to be then due and deductionspayable; provided, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal however, that the foregoing obligation to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum pay Additional Amounts shall not be paid apply in respect of of: (a) any Panamanian Taxestax, Bahamian Taxeswithholding, MI Taxes assessment or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation) and the U.K. or Bermuda or any political subdivision or taxing authority thereof including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security or a Securities Guarantee (where presentation is required) of such Secured Note for payment on a date more than 180 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever occurs later. The Lender, except for Additional Amounts with respect to Taxes that would have been imposed had the Company holder presented the Security for payment within such 30-day period; (b) any estate, inheritance, gift, sale, transfer or personal property tax; (c) any tax, assessment or other governmental charge that is withheld by reason of the failure to timely comply by the holder or the Subsidiary Guarantors, as applicable, will also beneficial owner of the Security with a request in writing of the Issuer or the Guarantor (which request shall be furnished to the Trustee) (i) make to provide information concerning the nationality, residence or identity of the holder or such withholding beneficial owner or deduction and (ii) remit the full amount deducted to make any declaration or withheld to the relevant authority in accordance with applicable lawother similar claim or satisfy any information or reporting requirement, andwhich, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount case of (i) any Panamanian Taxesor (ii), Bahamian Taxes, MI Taxes or Other Taxes so levied is required or imposed and paid by such Holder a statute, treaty, regulation or administrative practice of the taxing or domicile jurisdiction as a result precondition to exemption from or reduction of payments made all or part of such tax, assessment or other governmental charge; provided, however, that this clause (c) shall not apply to limit the Issuer's or Guarantor's obligation to pay Additional Amounts if the completing and filing of the information described in subclause (i) or the declaration or other claim described in subclause (ii) would be materially more onerous in form, in procedure or in substance of information disclosed, in comparison to the information reporting requirements imposed under U.S. tax law with respect to Forms 1001, W-8 and W-9; or (d) any tax, withholding, assessment or other governmental charge resulting from a Listing Failure with respect to any Secured NotesSecurity issued in the form of a Definitive Security pursuant to the terms of the Deposit Agreement and this Indenture; or (e) any combination of items (a), (b), (c) and (iid) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed above; nor shall Additional Amounts be paid with respect to any reimbursement under payment of the foregoing clause (i) so principal of, or any interest on, any Security or Securities Guarantee to any holder who is not the sole beneficial owner of such Security or Securities Guarantee or is a fiduciary or partnership, but only to the extent that the net amount received by such Holder (net of payments made under a beneficial owner, a beneficiary or a settlor with respect to a fiduciary or a member of the partnership would not have been entitled to the payment of the Additional Amount had the beneficial owner, beneficiary, settlor or member of such Secured Notes, partnership received directly its beneficial or distributive share of the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposedpayment. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes Securities is due and payable, if the Lender, the Company Issuer or the Subsidiary Guarantors, as applicable, Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company Issuer or the Subsidiary Guarantors, as applicable, Guarantor will deliver to the Trustee an officerOfficer's certificate Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, interest or any other amount payable under or with respect to any Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. Except to (a) All payments of principal of, and premium (if any) (including, for the extent required by any applicable law, regulation law, regulation or governmental policyavoidance of doubt, any Cash Sweep Premium) and all payments of, or in respect of the Loan, this Agreementinterest on, the Notes, any Loan Document Notes or any Secured Note shall under the Parent Guarantee or the Subsidiary Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company, deductiona Surviving Person (as defined under ‎Section 5.01), charges the Parent Guarantor or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands an applicable Subsidiary Guarantor is organized or resident for tax purposes or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) payment is made (or any political subdivision of or any taxing authority in any thereof or therein) (each, as applicable, a “Relevant Jurisdiction”), unless such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," withholding or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be deduction is required by law to withhold or deduct by regulation or governmental policy having the force of law. In the event that any Panamanian Taxes, Bahamian Taxes, MI Taxes, such withholding or Other Taxes from or in respect of any sum payable under this Agreementdeduction is so required, the NotesCompany, any Loan Documenta Surviving Person, the Guarantee Parent Guarantor or the Secured Notes, the sum payable by the Company or such applicable Subsidiary Guarantor, as the case may be, thereunder will pay such additional amounts (“Additional Amounts”) as will result in receipt by the Holder of each Note of such amounts payable under the Notes, the Parent Guarantee or the Subsidiary Guarantees as would have been received by such Holder had no such withholding or deduction been required, except that no Additional Amounts shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") payable: (i) resulting from the beneficial owner of such Secured Note carrying for or on business account of: (A) any tax, duty, assessment or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) governmental charge that would not have been imposed but for for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Jurisdiction other than merely holding such Note or the receipt of payments thereunder or under the Parent Guarantee or a Subsidiary Guarantee or the enforcement of rights thereunder, as the case may be, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (2) the presentation of such Note (where in cases in which presentation is required) of such Secured Note for payment more than 180 30 days after the later of the date on which the payment of the principal of, premium (including, for the avoidance of doubt, any Cash Sweep Premium), if any, and interest on, such payment Note became due and payable pursuant to the terms thereof or was made or duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also except (i) make to the extent that the Holder thereof would have been entitled to such Additional Amounts if it had presented such Note for payment on any date within such 30-day period or (ii) if the Note had to be presented for payment in Mongolia during such 30-day period and could not have been presented for payment elsewhere; (3) the failure of the Holder or beneficial owner to comply with a reasonable request of the Company, a Surviving Person, the Parent Guarantor or any Subsidiary Guarantor addressed to the Holder at least 60 days prior to the first payment with respect to which it is applicable, to provide information concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Jurisdiction, if and to the extent that due and timely compliance with such request would have reduced (and in such case Additional Amounts will be payable only with respect to such reduced amount) or eliminated any withholding or deduction as to which Additional Amounts would have otherwise been payable to the Holder, provided further that (i) while the Notes are held in global form, this clause (3) shall apply only if the clearing system has reasonable procedures in place to provide notices to, and collect information from, holders of interests in the global Notes and to allocate payments of additional amounts thereto and (ii) remit no holder of an interest in the full amount deducted Notes that is a pass-through entity, or withheld a beneficial owner that holds an interest in the Notes through such pass-through entity, shall have any obligation to establish eligibility for a reduced withholding tax rate under any income tax treaty to the relevant authority extent it is not reasonably practicable for such holder or beneficial owner to do so; or (4) the presentation of such Note (in accordance with applicable lawcases in which presentation is required) for payment in the Relevant Jurisdiction, andunless such Note (i) could not have been presented for payment elsewhere, or (ii) could have been presented for payment only in Mongolia; or (B) any such caseestate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; or (C) any tax, duty, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest or any premium on the Lender is required to furnish Notes or payments under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company Parent Guarantee or the Subsidiary GuarantorsGuarantees; or (D) any taxes imposed pursuant to Sections 1471 through 1474 of the Code, as applicable. The Company will, upon written request of each Holder or current or future U.S. Treasury Regulations or rulings promulgated thereunder (other than an Excluded Holder“FATCA”), reimburse each such holder for any intergovernmental agreement between the amount of United States and any other jurisdiction to implement FATCA, any law, regulation or other official guidance enacted or published in any jurisdiction implementing FATCA or an intergovernmental agreement with respect thereto, or any agreement with the U.S. Internal Revenue Service under FATCA; or (iE) any Panamanian Taxescombination of taxes, Bahamian Taxesduties, MI Taxes assessments or Other Taxes so levied other governmental charges referred to in the preceding clauses ‎(A), ‎(B), ‎(C), or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes‎(D), and or (ii) to a Holder that is a fiduciary, partnership or person other than the sole beneficial owner of any Panamanian Taxespayment, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement the extent that such payment would be required to be included for tax purposes in the income under the foregoing clause (i) so that the net amount received by such Holder (net laws of payments made under a Relevant Jurisdiction of a beneficiary or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or settlor with respect to the Secured Notes fiduciary, or a member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder thereof. (b) Whenever there is due and payablementioned in any context the payment of principal, if the Lenderpremium or interest in respect of any Note, the Company Parent Guarantee or any Subsidiary Guarantee, such mention shall be deemed to include payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (c) If the Company, the Parent Guarantor or any Subsidiary Guarantors, as applicable, Guarantor will be obligated to pay Additional Amounts with respect to such paymentany payment under or with respect to the Notes, the LenderParent Guarantee or the relevant Subsidiary Guarantees, the Company Company, the Parent Guarantor or such Subsidiary Guarantor shall deliver to the Trustee, at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company, the Parent Guarantor or such Subsidiary GuarantorsGuarantor, as applicable, will deliver to shall notify the Trustee promptly thereafter), an officer's certificate Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts amount so payable and will payable. The Officers’ Certificate must also set forth such any other information necessary to enable the Trustee to pay such Additional Amounts to the Holders on the relevant payment date.

Additional Amounts. Except All payments made by or on behalf of a Foreign Guarantor under or with respect to the extent required by any applicable law, regulation law, regulation Notes or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall its Guarantee will be made free and clear of of, and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesunless the withholding or deduction of such taxes is then required by law. If any withholding or deduction for, impostsor on account of, deduction, charges any taxes imposed or withholdings and all liabilities levied by or on behalf of any Tax Jurisdiction will at any time be required to be made from any payments made by or on behalf of any Foreign Guarantor with respect thereto imposed by Panamato any Guarantee, The Bahamasincluding, The Marshall Islands without limitation, payments of principal, premium, or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreementinterest, the Notes, any Loan Document, Foreign Guarantor will pay Additional Amounts as may be necessary in order that the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have net amounts received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, payments (including Additional Amounts) after such withholding or deduction will equal the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement respective amounts that would have been received in respect of such Secured Notepayments in the absence of such withholding or deduction; provided, the Loanhowever, the Guarantee or that no Additional Amounts will be payable with respect to: (a) any applicable Subsidiary Guarantee, or (ii) taxes that would not have been imposed but for the Holder or beneficial owner of the Notes being a citizen, resident or national of, or incorporated in or carrying on a business in, the relevant Tax Jurisdiction in which such taxes are imposed, or having any other present or former connection with the relevant Tax Jurisdiction in which such taxes are imposed, other than by the mere acquisition or holding of any Note or the enforcement or receipt of payment under or in respect of any Note or any Guarantee; (b) any taxes imposed or withheld as a result of the failure of the Holder or beneficial owner of the Notes to comply with any reasonable written request made to such Holder in writing at least 30 days before any such withholding or deduction would be payable by any Foreign Guarantors to provide timely or accurate information concerning the nationality, residence or identity of such Holder or to make any valid or timely declaration or similar claim or satisfy any certification, information or other reporting requirements (to the extent such Holder or beneficial owner is legally eligible to do so), which is required or imposed by a statute, treaty, regulation or administrative practice of the relevant Tax Jurisdiction as a precondition to exemption from, or reduction in the rate of withholding or deduction of, such taxes; (c) any taxes that are imposed or withheld as a result of the presentation of any Note for payment (where presentation is requiredrequired under the Original Indenture) of such Secured Note for payment more than 180 30 days after the date relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such payment became due and 30 day period); (d) any estate, inheritance, gift, sale, transfer, use, personal property tax or similar tax or assessment; (e) any tax which is payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such otherwise than by withholding or deduction from payments made under or with respect to the Notes or any Guarantee; (f) any tax that was imposed with respect to any payment on a Note to any Holder who is a fiduciary partnership, limited liability company or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or limited liability company or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (g) any taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code as of the date of the initial issuance of the Notes (or any amended or successor version of such sections), any regulations promulgated thereunder, any official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or (iih) any combination of items (a) through (g) above. In addition to the foregoing, any Foreign Guarantor will pay and indemnify the Holder for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies or taxes levied by any jurisdiction on the execution, delivery, registration or enforcement of any of the Notes, any Guarantee (other than on or in connection with a transfer of the Notes other than the initial sale thereof by the initial purchasers in connection with the initial issuance thereof) or any other document or instrument referred to therein, or the receipt of any payments with respect thereto. If any Foreign Guarantor becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or its Guarantee, the relevant Foreign Guarantor will deliver to the Trustee on a date at least 30 days prior to the date of such payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to the date of such payment, in which case the relevant Foreign Guarantor shall notify the Trustee promptly in writing thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts on the relevant payment date. The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The relevant Foreign Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The relevant Foreign Guarantor will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant tax authority in accordance with applicable law, and, in . The relevant Foreign Guarantor will use its reasonable efforts to obtain tax receipts from each tax authority evidencing the payment of any such case, taxes so withheld or deducted. The relevant Foreign Guarantor will furnish to the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remittedHolders, within 30 calendar 60 days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes taxes so withheld or Other Taxes deducted is due pursuant to applicable lawmade, certified copies of tax receipts evidencing such payment by the LenderForeign Guarantor or if, the Company or the Subsidiary Guarantorsnotwithstanding such entity’s efforts to obtain receipts, as applicable. The Company willreceipts are not obtained, upon written request other evidence of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid payments by such Holder as a result entity. References to the payment of payments made under amounts based on the principal amount, or interest on any other amount payable under, or with respect to, any of the Notes, shall be deemed to include the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligation set forth in this Section 2.5 will survive any Secured termination, defeasance or discharge of the Original Indenture or any transfer by a Holder of its Notes, and (ii) any Panamanian Taxeswill apply, Bahamian Taxesmutatis mutandis, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect Tax Jurisdiction applicable to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior any successor person to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment dateForeign Guarantor.

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all (a) All payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall Guaranty will be made free and clear of of, and without withholding or deduction for or on account of for, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature (collectively, deduction"TAXES") imposed, charges levied, collected, withheld or withholdings and all liabilities with respect thereto imposed assessed by Panama, The Bahamas, The Marshall Islands or within any jurisdiction in which Loral Space is then incorporated (or the jurisdiction of incorporation of any successor of Loral Space) or any other jurisdiction with whicx xxx Xxmpany in which Loral Space (or any Subsidiary has some connection (including any jurisdiction (other than the United States of Americasuch successor) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) is resident for tax purposes or any political subdivision or taxing authority thereof or therein (hereinafter, a "RELEVANT JURISDICTION"), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction in respect of such payment is so required, Loral Space, or any successor, shall pay such additional amounts ("ADDITIONAL AMOUNTS") as will result in receipt by each Holder of a Subordinated Note of such gross amount as would have been received by such Holder or the beneficial owner with respect to such Subordinated Note, as applicable, had no such withholding or deduction (including any withholding or deduction applicable to Additional Amounts payable) been required, except that no Additional Amounts will be payable for or on account of: (1) Taxes that would not have been imposed but for (A) the existence of any present or former connection between such Holder or such beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the Relevant Jurisdiction, including such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a national, domiciliary or resident of or treated as a resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein; or (B) Section 881(c)(3)(A) of the Code (or any successor provision); (2) any estate, inheritance, gift, sale, transfer or similar tax, assessment or other governmental charge; (3) any Tax that is imposed or withheld by reason of the failure of the Holder or beneficial owner of a Security to timely comply with a request of Loral Space, addressed to the Holder (A) to provide reasonably required or requested information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any reasonably required or requested declaration, filing or claim or satisfy any reasonably required or requested information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such Tax; provided, however, that (i) providing information required by Internal Revenue Service Forms W-8, W-9, 1001 and 4224 and any successors thereto and (ii) the execution and delivery of such forms is deemed to be reasonably required or requested; or (4) any combination of (1), (2) and (3); nor shall Additional Amounts be paid with respect to payment of the principal of or any taxing authority in premium or interest on any such jurisdiction Subordinated Note, to any Holder ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," including any fiduciary or "Other Taxes," respectively). If partnership) to the Lenderextent that the beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of the Subordinated Note. (b) Where required by applicable law, the Company Loral Space or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary GuarantorPaying Agent, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i1) make such withholding or deduction in respect of any Taxes and (ii2) remit the full amount withheld or deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to . Loral Space shall furnish under the Indenture to each Holder on whose behalf an amount was so remittedof Subordinated Notes, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts satisfactory to the Holders of the Subordinated Notes evidencing such payment by Loral Space. (c) Whenever there is mentioned in any context the Lenderpayment of principal of or any premium or interest on, the Company or in respect of, a Subordinated Note, or the Subsidiary Guarantorsnet proceeds received from Loral Space on the sale or exchange of any Subordinated Note, as applicable. The Company willsuch mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.15 to the extent that, upon written request in such context, Additional Amounts are, were, or would be payable in respect thereof pursuant to this Section 4.15. (d) Loral Space shall pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges, or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of each Holder (this Guaranty or any other than an Excluded Holder)document or instrument relating thereto, reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which receipt of any payment under or payments with respect to the Secured Notes Subordinated Notes, excluding such taxes, charges, or similar levies imposed by any jurisdiction outside of any jurisdiction in which Loral Space or the Paying Agent is due and payable, if the Lenderlocated or incorporated (except those resulting from or required to be paid in connection with, the Company enforcement of Subordinated Notes or any other such document or instrument following the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts occurrence of any Loral Space Event of Default with respect to the Subordinated Notes), and shall indemnify the Holders for any such paymenttaxes paid by such Holders. (e) The foregoing obligations shall survive any termination, the Lender, the Company defeasance or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datedischarge of this Guaranty.

Additional Amounts. Except All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document Backstop Notes or any Secured Note Guarantee thereof shall be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands any Guarantor or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be applicable withholding agent is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxesamount for, or Other Taxes from or in respect of any sum payable under this Agreement, the Noteson account of, any Loan Document, Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender Issuer or any Holder Guarantor is or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid was incorporated, engaged in respect of any Panamanian Taxesbusiness, Bahamian Taxes, MI Taxes organized or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction resident for tax purposes or any political subdivision thereof or therein or (2) any taxing authority therein other than the mere holding jurisdiction from or owning of such Secured Note, being a beneficiary through which any payment is made by or on behalf of the Guarantee Issuer or any applicable Subsidiary GuaranteeGuarantor (including, without limitation, the receipt jurisdiction of any income Paying Agent) or payments any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Backstop Notes is due and payableor any Note Guarantee thereof, if the Lenderincluding, without limitation, payments of principal, Redemption Price, purchase price, interest, duration fees or premium, the Company Issuer or the Subsidiary Guarantorsrelevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder after such withholding or deduction will be obligated to pay equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date.to:

Additional Amounts. Except (a) All payments made by the Issuer or any Guarantor under or with respect to the extent required by any applicable lawNotes or its Note Guarantee, regulation lawas the case may be, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxestax, leviesduty, impostsxxxx, deductionimpost, charges assessment or withholdings other governmental charge of whatever nature, including penalties and all liabilities with respect interest related thereto (“Taxes”) imposed or levied by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including on behalf of any jurisdiction (other than in which the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company Issuer or such Subsidiary Guarantor, as the case may be, thereunder shall is then incorporated, engaged in business or resident for tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (each, a “Tax Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of any Tax Jurisdiction will at any time be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductionsto be made from, Lender or such Taxes are imposed directly on any Holder or beneficial owner of Secured the Notes shall receive an amount equal on, any payments made by the Issuer or such Guarantor, as the case may be, under or with respect to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes Notes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured its Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, as the receipt case may be, including payments of any income principal, redemption price, purchase price, interest or payments premium, the Issuer or such Guarantor, as the case may be, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such Secured Notepayments by each Holder (including Additional Amounts) after such withholding, deduction or imposition will equal the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement respective amounts which would have been received and retained in respect of such Secured Notepayments in the absence of such withholding, the Loandeduction or imposition; provided, the Guarantee or however, that no Additional Amounts will be payable with respect to: (1) any applicable Subsidiary Guarantee, or (ii) that Taxes which would not have been imposed but for the presentation existence of any present or former connection between the Holder or beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder or beneficial owner, if such Holder or beneficial owner is an estate, a trust, a partnership, or a corporation) and the relevant Tax Jurisdiction, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld as a result of the failure of the Holder or beneficial owner of the Notes to comply with any written request, made to that Holder or beneficial owner of the Notes in writing at least 90 days before any such withholding or deduction would be payable, by the Issuer to provide timely or accurate information concerning the nationality, residence or identity of such Holder or beneficial owner of the Notes or to make any valid or timely declaration or similar claim or satisfy any certification, information or other reporting requirement, (A) which is required or imposed by a statute, treaty, regulation or administrative practice of the relevant Tax Jurisdiction as a precondition to exemption from all or part of such Taxes and (B) with respect to which such Holder or beneficial owner is legally entitled to comply; (3) any Note presented for payment (where presentation is required) of such Secured Note for payment more than 180 30 days after the date relevant payment is first made available for payment to the Holder or beneficial owner of the Notes (except to the extent that the Holder of the Notes would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (4) any estate, inheritance, gift, sale, transfer capital gains, excise, personal property or similar tax or assessment; (5) if any Paying Agent is in a member state of the European Union, any Note presented for payment became due and payable by or was duly provided for, whichever occurs later. The Lender, on behalf of a Holder or beneficial owner of the Company or the Subsidiary Guarantors, as applicable, will also (i) make Note who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; or (6) any combination of items (1) through (5) above. (b) Notwithstanding anything to the contrary in Section 4.20(a), none of the Issuer, any Paying Agent or any other person shall be required to pay any Additional Amounts with respect to any withholding or deduction imposed on or in respect of any Note pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (ii“FATCA”), the laws of the Cayman Islands implementing FATCA, or any agreement between the Issuer and the United States or any authority thereof entered into for FATCA purposes. (c) The Issuer and each Guarantor shall pay and indemnify the Holders for any present or future stamp, issue, registration, court or documentary Taxes, or any other excise or property Taxes, charges or similar levies or Taxes which are levied by any jurisdiction on the execution, delivery, registration or enforcement of any of the Notes, this Indenture, or any other document or instrument referred to therein, or the receipt of any payments under or with respect to the Notes or its Note Guarantee, as the case may be. (d) If the Issuer or a Guarantor becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or its Note Guarantee, the Issuer or such Guarantor, as the case may be, shall deliver to the Trustee on a date which is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or such Guarantor, as the case may be, shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate shall also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date. The Trustee shall be entitled to rely solely on the Officer’s Certificate as conclusive proof that such payments are necessary. (e) The Issuer or applicable Guarantor, as the case may be, shall make all withholdings and deductions required by law and shall remit the full amount deducted or withheld to the relevant authority Tax Jurisdiction in accordance with applicable law. The Issuer or applicable Guarantor, andas the case may be, in any such case, shall furnish to the Lender is required to furnish under Trustee and the Indenture to each Holder on whose behalf an amount was so remittedHolders, within 30 calendar 60 days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes so deducted or Other Taxes withheld is due pursuant to applicable lawmade, certified copies of tax Tax receipts evidencing such payment by the LenderIssuer or such Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments by such entity which shall include evidence of a wire transfer or other similar payment. (f) Whenever in this Indenture there is mentioned, in any context, the Company or payment of amounts based upon the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the principal amount of (i) the Notes or of principal, premium, if any, interest or of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made other amount payable under or with respect to any Secured Notesof the Notes or a Note Guarantee, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect such mention shall be deemed to any reimbursement under include mention of the foregoing clause (i) so that the net amount received by such Holder (net payment of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment dateextent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. Except to Unless otherwise specified in any Board Resolution of the extent Company or the Guarantor establishing the terms of Securities of a series or the Guarantee relating thereto in accordance with Section 2.01, if any deduction or withholding for any present or future taxes or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is resident, shall at any time be required by such jurisdiction (or any applicable law, regulation law, regulation such political subdivision or governmental policy, any and all payments of, or taxing authority) in respect of any amounts to be paid by the Loan, this AgreementGuarantor under the Guarantee, the NotesGuarantor will pay to the Holder of a Security of such series such additional amounts as may be necessary in order that the net amounts paid to such Holder of such Security who, with respect to any Loan Document such tax or any Secured Note other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be made free and clear not less than the amounts specified in such Security to which such Holder is entitled (“Additional Amounts”); provided, however, that the Guarantor shall not be required to make any payment of and without deduction Additional Amounts for or on account of of: (a) any and all present such tax or future taxes, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto governmental charge imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in thereof or therein; (b) any such jurisdiction tax or governmental charge which would not have been imposed but for the existence of any present or former connection between such Holder ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lenderbetween a fiduciary, the Company settler, beneficiary, member or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxesshareholder of, or Other Taxes from possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or in respect of any sum payable under this Agreement, corporation) and the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settler, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein; (c) a withholding or deduction with respect to any payment of the principal of, or any interest on, any Security of such series to any Holder who is a fiduciary, partnership or other entity that is not the sole beneficial owner of such payment and such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority therein other than thereof or therein) to be included in the mere holding income for tax purposes of a beneficiary or owning settlor with respect to such fiduciary, member of such Secured Notepartnership or other entity, being or a beneficiary beneficial owner who would not have been entitled to such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of such Security, provided the amount of the Guarantee additional payments otherwise payable to such fiduciary, partnership or other entity will be reduced in proportion to the interest that the ultimate beneficial owners described above own in such Holder; (d) any applicable Subsidiary Guarantee, the receipt of any income such tax or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that governmental charge which would not have been imposed but for the presentation of a Security of such series (where presentation is required) of such Secured Note for payment on a date more than 180 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date.;

Additional Amounts. Except (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document Notes or any Secured Note Guarantee shall be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands any Guarantor or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be applicable withholding agent is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxesamount for, or Other on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any sum payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, Redemption Price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder after such withholding or deduction will equal the respective amounts that would have been received by each Holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under this Agreementsuch Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the Holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the Holder at least 30 days before any Loan Documentsuch withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the Holder of the Notes if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such Holder been the sole beneficial owner of such Note; (8) any Taxes imposed by the United States, any state thereof or the District of Columbia, or any subdivision thereof or territory thereof, including any U.S. federal withholding taxes and any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the 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); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Guarantee Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any relevant Tax Jurisdiction on the Secured execution, delivery, issuance, or registration of any of the Notes, the sum payable Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments or that are imposed on or result from a sale or other transfer or disposition of a Note by a Holder or a beneficial owner, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof), save in each case for any such taxes, charges or levies which arise or are increased as a result of any document effecting the Company registration, issue or such Subsidiary delivery of any of the notes either being signed or executed in the United Kingdom or being brought into the United Kingdom. (b) If the Issuer or any Guarantor, as the case may be, thereunder becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, shall deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be increased by entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the amount ("Additional Amounts") necessary so that after making relevant Guarantor, if it is the applicable withholding agent, will make all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder"within the time period) (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due required by law and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law, and, in . The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any such case, Taxes so deducted or withheld. The Issuer or the Lender is required relevant Guarantor will furnish to furnish under the Indenture Trustee (or to each a Holder on whose behalf an amount was so remittedof this Note upon request), within 30 calendar 60 days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes so deducted or Other Taxes withheld is due pursuant to applicable lawmade, certified copies of tax Tax receipts evidencing such payment by the LenderIssuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the Company or payment of amounts based upon the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (ie) The preceding obligations will survive any Panamanian Taxestermination, Bahamian Taxesdefeasance or discharge of the Indenture, MI Taxes any transfer by a Holder or Other Taxes so levied beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or imposed and paid by such Holder as a result of payments any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Secured NotesNote Guarantee) by or on behalf of such Person and, and (ii) in each case, any Panamanian Taxes, Bahamian Taxes, MI Taxes political subdivision thereof or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datetherein.

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any Any and all payments ofmade by the Company to the Holders, under or in with respect of the Loan, this Agreement, to the Notes, any Loan Document or any Secured Note shall will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection governmental charge (including any jurisdiction (other than the United States interest or penalties with respect thereto) imposed or levied by or on behalf of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction Mexico or any political subdivision thereof or by any taxing authority or agency therein other than or thereof having power to tax (hereinafter “Mexican Withholding Taxes”), unless the mere holding withholding or owning deduction of such Secured Note, being a beneficiary of Mexican Withholding Taxes is required by law or by the Guarantee interpretation or administration thereof. In the event any applicable Subsidiary GuaranteeMexican Withholding Taxes are required to be so withheld or deducted, the Company will (i) pay such additional amounts (“Additional Amounts”) as will result in receipt of any income or payments in respect by the Holders of such Secured Noteamounts as would have been received by them had no such withholding or deduction been required, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that deduct or withhold such Mexican Withholding Taxes and (iii) remit the full amount so deducted or withheld to the relevant taxing or other authority. Notwithstanding the foregoing, no such Additional Amounts shall be payable for or on account of: (a) any Mexican Withholding Taxes which would not have been imposed or levied on a Holder but for the existence of any present or former connection between the Holder or beneficial owner of the Notes and Mexico or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder or beneficial owner (i) being or having been a citizen or resident thereof, (ii) maintaining or having maintained an office, permanent establishment, fixed base or branch therein, or (iii) being or having been present or engaged in trade or business therein, except for a connection solely arising from the mere ownership of, or receipt of payment under, such Note or the exercise of rights under this Indenture; (b) except as otherwise provided, any estate, inheritance, gift, sales, transfer, or personal property or similar tax, assessment or other governmental charge; (c) any Mexican Withholding Taxes that are imposed or levied by reason of the failure by the Holder or beneficial owner of such Note to comply with any certification, identification, information, documentation, declaration or other reporting requirement which is required or imposed by a statute, treaty, regulation, general rule or administrative practice as a precondition to exemption from, or reduction in the rate of, the imposition, withholding or deduction of any Mexican Withholding Taxes; provided that at least 60 days prior to (i) the first payment date with respect to which the Company shall apply this clause (c) and, (ii) in the event of a change in such certification, identification, information, documentation, declaration or other reporting requirement, the first payment date subsequent to such change, the Company shall have notified the Trustee, in writing, that the Holders or beneficial owners of the Notes will be required to provide such certification, identification, information or documentation, declaration or other reporting; (d) any Mexican Withholding Taxes that are imposed or levied by reason of the failure by the Holder or beneficial owner of such Note to timely comply (subject to the conditions set forth below) with a written request by or on behalf of the Company to provide information, documentation or other evidence concerning the nationality, residence, identity, or registration with the Ministry of Finance and Public Credit of the Holder or beneficial owner of such Note that is necessary from time to time to determine the appropriate rate of deduction or withholding of Mexican Withholding Taxes applicable to such Holder or beneficial owner; provided that at least 60 days prior to the first payment date with respect to which the Company shall apply this clause (d), the Company shall have notified the Trustee, in writing, that such Holders or beneficial owners of the Notes will be required to provide such information, documentation or other evidence; (e) the presentation of such Note (where presentation is required) of such Secured Note for payment on a date more than 180 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever occurs later. The Lender, except to the Company extent that the Holder or the Subsidiary Guarantors, as applicable, will also beneficial owner of such Note would have been entitled to Additional Amounts in respect of such Mexican Withholding Taxes on presenting such Note for payment on any date during such 30-day period; (if) make such any Mexican Withholding Taxes that are payable only by a method other than withholding or deduction and deduction; or (iig) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment combination of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder item (other than an Excluded Holdera), reimburse each such holder for the amount of (ib), (c), (d), (e), or (f) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment dateabove.

Additional Amounts. Except If any taxes, assessments or other governmental charges are imposed by the jurisdiction, other than the United States, where the Guarantor or a successor to the Company or the Guarantor (a “Payor”) is organized or otherwise considered to be a resident for tax purposes, any jurisdiction, other than the United States, from or through which the Payor makes a payment on the Securities of any Series, or, in each case, any political organization or governmental authority thereof or therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under the Securities of such Series, the Payor shall pay to each Holder of any such Security, to the extent required by any applicable lawit may lawfully do so, regulation lawsuch Additional Amounts as may be necessary in order that the net amounts paid to such Holder will be not less than the amount specified in such Security to which such Holder is entitled; provided, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreementhowever, the Notes, Payor shall not be required to make any Loan Document or any Secured Note shall be made free and clear payment of and without deduction Additional Amounts for or on account of of: (a) any and all present tax, assessment or future taxes, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through governmental charge which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Tax Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) 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 or having had a permanent establishment therein or (ii) the presentation of a Security (where presentation is required) of such Secured Note for payment on a date more than 180 30 days after (x) the date on which such payment became due and payable or was (y) the date on which payment thereof is duly provided for, whichever occurs later; (b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge; (c) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of (or in respect of) principal of, premium, if any, or any interest on, the Securities of such Series; (d) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Securities of such Series to comply with a request of the Payor addressed to the Holder to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner which is required by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (e) any combination of the above; nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Securities of such Series to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, or limited liability company or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such Securities. The LenderPayor shall provide the Trustee with the official acknowledgment of the relevant tax authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the Company payment of the withholding taxes by the Payor. Copies of such documentation shall be made available to the Holders of the Securities of such Series or the Subsidiary GuarantorsPaying Agent, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority upon written request therefor. Whenever in accordance with applicable law, andthis Indenture there is mentioned, in any such casecontext, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of the principal of or any Panamanian Taxespremium or interest on, Bahamian Taxesor in respect of, MI Taxes any Security of any Series or Other Taxes is due the net proceeds received on the sale or exchange of any Security of any Series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such Series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to applicable lawsuch terms, certified copies and express mention of tax receipts evidencing the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such payment by the Lender, the Company express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Subsidiary GuarantorsSecurities of the applicable Series, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for at least 10 days prior to the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or first Interest Payment Date with respect to such Secured NotesSeries of Securities (or if the Securities of such Series shall not bear interest prior to Maturity, the Loanfirst day on which a payment of principal is made), the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At and at least 30 calendar 10 days prior to each date on which of payment of principal or interest if there has been any payment under or change with respect to the Secured Notes is due and payable, if matters set forth in the Lenderbelow-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the Paying Agent or Paying Agents, if other than the Subsidiary GuarantorsTrustee, as applicablean Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, will be obligated to pay if any, or interest on, if any, and Additional Amounts Amounts, if any, with respect to the Securities of such paymentSeries shall be made to Holders of Securities of such Series without withholding for or on account of any tax, assessment or other governmental charge. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the Lenderamount, if any, required to be withheld on such payments to such Holders of Securities, that the Company or will pay all such amounts required to be withheld to the Subsidiary Guarantors, as applicable, will deliver relevant governmental authority and the Company agrees to pay to the Trustee an officer's certificate stating or such Paying Agent the fact that such Additional Amounts will be payable and required by the amounts will be payable and the amounts so payable and will set forth terms of such other information necessary Securities. The Company covenants to enable indemnify the Trustee and any Paying Agent for, and to pay such Additional Amounts hold each of them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to Holders on the payment datethis Section 3.4.

Additional Amounts. Except (a) The Issuer and the Guarantors are required to the extent required by any applicable law, regulation law, regulation or governmental policy, any and make all payments of, under this Indenture or in respect of on the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made Notes free and clear of and without withholding or deduction for or on account of any and all present Taxes imposed or future taxeslevied by or on behalf of the government of the Netherlands, leviesthe United States or, impostsin each case, deductionany political subdivision or any authority or agency therein or thereof having power to tax, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or within any other jurisdiction with whicx xxx Xxmpany in which the Issuer (or its successor), the Company (or its successor) or any Subsidiary has some connection (including Guarantor is organized or is otherwise resident for tax purposes or any jurisdiction (other than the United States of America) from or through which payments under this Agreementpayment is made (each a “Relevant Taxing Jurisdiction”), unless the NotesIssuer, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. (b) If the Issuer, the Company or any Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer, the Company or such Guarantor will be required to pay such additional amounts ("“Additional Amounts"”) as may be necessary so that after making all required withholdings and deductions, Lender or the net amount received by any Holder or beneficial owner of Secured Notes shall receive an (including Additional Amounts) after such withholding or deduction will not be less than the amount equal to the sum that it such Holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant Holder, if the relevant Holder or beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (other than the mere receipt of such withholdings and deductions payment or the ownership or holding outside of the Relevant Taxing Jurisdiction of such Note); (2) any Taxes that would not have been made; provided that imposed, withheld or deducted but for the failure by the Holder or the beneficial owner of the Note to comply with a written request of the Issuer, the Company or any Subsidiary Guarantor addressed to the Holder or the beneficial owner, after reasonable notice at least 30 days before any such sum shall Taxes would be imposed, withheld or deducted, to provide certification, information, documents or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of the Holder or such beneficial owners or to make any declaration or similar claim or satisfy any certification, identification, information or other reporting requirement relating to such matters, required by applicable law, regulation, treaty, any (multilateral) exchange of information regime, or administrative practice of, or entered into by, the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax; (3) any Taxes that are payable otherwise than by deduction or withholding from a payment under or with respect to the Notes or any Notes Guarantee; (4) any estate, inheritance, gift, value added, sales, transfer, personal property or similar Taxes; (5) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or 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 which would not be paid in have been imposed if the Holder had presented the Note for payment (where presentation is permitted or required for payment) within 30 days after the relevant payment was first made available for payment to the Holder (except for Additional Amounts with respect of to Taxes that would have been imposed had the Holder presented the Note for payment within such 30-day period); (7) any Panamanian Taxes, Bahamian Taxes, MI Taxes imposed on or Other Taxes with respect to a payment to a Holder (an "Excluded Holder") (i) resulting from that is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such Secured payment or Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (8) any Taxes imposed but for pursuant to Sections 1471 to 1474 of the presentation Code (where presentation is requiredor any regulations or agreements thereunder or official interpretations thereof) also referred to as “FATCA,” any intergovernmental agreement facilitating the implementation thereof (or any law implementing such intergovernmental agreement), any successor law or regulation implementing or complying with, or introduced in order to conform to, such sections of the Code, or any agreement entered into pursuant to Section 1471(b)(1) of such Secured Note for the Code; or (9) any combination of the above. (c) At least 30 calendar days prior to each date on which any payment more than 180 days after under or with respect to the date such payment became Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or was duly provided forafter the 30th day prior to such date, whichever occurs laterin which case it shall be promptly thereafter), if the Issuer or any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the Trustee and paying agent for the affected Notes notice stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee or paying agent, as the case may be, to pay such Additional Amounts to Holders and beneficial owners of such Notes on the payment date. (d) Upon request, the Issuer will provide the Trustee with official receipts or other documentation evidencing the payment of the Taxes with respect to which Additional Amounts are paid. The Lender, the Company Issuer or the Subsidiary Guarantors, as applicable, applicable Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and. (e) Whenever reference is made in this Indenture, in any such casecontext, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date (i) the payment of principal or premium, (ii) redemption prices or purchase prices in connection with a redemption or purchase of Notes, (iii) interest or (iv) any Panamanian Taxesother amount payable on or with respect to the Notes, Bahamian Taxessuch reference will be deemed to include payment of Additional Amounts as described under this heading to the extent that, MI Taxes in such context, Additional Amounts are or Other Taxes would be payable in respect thereof. (f) The obligations described under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer or any Guarantor is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by organized or any political subdivision or taxing authority or agency thereof or therein. (g) The Issuer and the Lender, Guarantors shall indemnify and hold harmless the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder Trustee for the amount of (iany Taxes in respect of which the Issuer, or any Guarantor, is required to pay Additional Amounts pursuant to Section 2.13(b) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so that are levied or imposed and paid by such Holder the Trustee as a result of payments made under or with respect to the Notes or any Secured NotesGuarantee, and (ii) including any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement reimbursements under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datethis Section 2.13(g).

Additional Amounts. Except (a) All payments made by or on behalf of the Issuers or a Successor Issuer under or with respect to the extent required by Notes (whether or not in the form of Definitive Notes) or any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, Guarantors on their Guarantee (including in each case any Loan Document or any Secured Note Successor Person) shall be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesunless the withholding or deduction of such taxes is then required by law. If any deduction or withholding for, impostsor on account of, deductionany taxes imposed or levied by or on behalf of any jurisdiction in which the Issuers or any Guarantor (including in either case any Successor Issuer or Successor Person, charges as applicable) is incorporated, organized, carrying on a business through a branch, agency or withholdings and all liabilities permanent establishment or resident for tax purposes or any political subdivision thereof or therein or any jurisdiction by or through which payment is made by or on behalf of the Issuers or any Guarantor (including in either case any Successor Issuer or Successor Person, as applicable) under or with respect thereto imposed by Panama, The Bahamas, The Marshall Islands to the Notes or Guarantees or any other jurisdiction political subdivision thereof or therein (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by or on behalf of the Issuers or Successor Issuers under or with whicx xxx Xxmpany respect to the Notes or any Subsidiary has some connection of the Guarantors or Successor Persons with respect to any Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Issuers or the relevant Guarantor (including in either case any Successor Issuer or Successor Person), as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received by each holder in respect of such payments after such withholding or deduction (including any jurisdiction such deduction or withholding from such Additional Amounts) will equal the respective amounts that would have been received by each holder in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (1) any taxes to the extent such taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, incorporated, present, or engaged in a trade or business in, or having or having had a permanent establishment in, the relevant Tax Jurisdiction in which such taxes are imposed or having any other (actual or deemed) present or former connection with the relevant Tax Jurisdiction other than by the United States mere acquisition or holding of, exercise or enforcement of America) from rights under, or through which the receipt of payments under this Agreementin respect of, the Notes, this Indenture or any Loan DocumentGuarantee; (2) any taxes to the extent such taxes are imposed or withheld as a result of the failure of the Holder or beneficial owner of the Notes to comply with any written request, made at least 30 days before any such withholding or deduction would be payable, by the Guarantee Issuers or any of the Secured Guarantors (including in either case any Successor Issuer or Successor Person, as applicable) to provide timely and accurate information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any certification, information or other reporting requirement, which is required or imposed by a statute, treaty, regulation or administrative practice of the relevant Tax Jurisdiction as a precondition to exemption from all or part of, or reduction in the rate of deduction or withholding of, such taxes (in each case, to the extent such Holder or beneficial owner is legally entitled to do so); (3) any taxes imposed or withheld as a result of the presentation of any Note for payment (where Notes are madein the form of Definitive Notes and presentation is required) more than extent that the Holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (4) any political subdivision estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or excise taxes imposed on the transfer of Notes; (5) any taxes withheld, deducted or imposed on a payment to an individual and which are required to be made pursuant to Luxembourg Relibi law of December 23, 2005, as amended; (6) any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," taxes payable otherwise than by deduction or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from withholding on or in respect of any sum Note or Guarantee; (7) any taxes that were imposed with respect to any payment on a Note to any Holder who is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that no Additional Amounts would have been payable under this Agreementhad the beneficial owner of the applicable Notes been the Holder of such Note; (8) any taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the issue date (or any amended or successor version of such sections), any regulations promulgated thereunder, any official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or (9) any combination of items (1) through (8) above. (b) In addition to the foregoing, the Issuers and the Guarantors (including in either case any Successor Issuer or Successor Person, as applicable) will also pay each Holder and beneficial owner for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies or taxes which are levied by any Tax Jurisdiction on the execution, delivery, issuance or registration of, or by any Tax Jurisdiction on the enforcement of, any of the Notes, this Indenture, any Loan DocumentGuarantee, or any other document or instrument referred to therein (other than a transfer of the Guarantee Notes that is not part of the initial resale by the initial purchasers), or the Secured receipt of any payments with respect to the Notes or the Guarantees (limited, solely in the case of taxes attributable to the receipt of any payments, to any such taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (5), (7) or (8) above or any combination thereof and, in each case, excluding United Kingdom stamp duty, save to the extent that such stamp duty is paid in order to “xxxxx” a charge to stamp duty reserve tax which has arisen or will otherwise arise). (c) The Issuers and the Guarantors will however not pay and indemnify any Holder or beneficial owner for any Luxembourg registration duties (droits d’enregistrement) payable in the case of registration by any Holder or beneficial owner of the Notes, this Indenture, any Guarantee, or any other document or instrument referred to therein in Luxembourg when such registration is not required to enforce the sum payable by rights of a Holder or a beneficial owner under such documents. (d) If the Company Issuers or such Subsidiary any Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum becomes aware that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such paymentany payment under or with respect to the Notes or any Guarantee, the Lender, the Company Issuers or the Subsidiary Guarantorsrelevant Guarantor, as applicablethe case may be, will deliver to the Trustee and the paying agent on a date that is at least 10 days prior to the date of that payment an officer's certificate Officer’s Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts will amount estimated to be payable and the amounts so payable and will set forth such other information reasonably necessary to enable the Trustee paying agent to pay Additional Amounts on the relevant payment date. The Trustee and the paying agent shall be entitled to rely absolutely and solely on such Officer’s Certificate as conclusive proof that such payments are necessary. (e) The Issuers or the relevant Guarantor will make all withholdings and deductions as required by law and will remit the full amount deducted or withheld to the tax authority in the relevant Taxing Jurisdiction in accordance with applicable law. The Issuers or the relevant Guarantor will use its reasonable efforts to obtain tax receipts from each tax authority evidencing the payment of any taxes so deducted or withheld from each relevant Taxing Jurisdiction. The Issuers or the relevant Guarantor will furnish to the Trustee, within a reasonable time after the date the payment of any taxes so deducted or withheld is made, certified copies of tax receipts evidencing payment by the Issuers or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payment (reasonably satisfactory to the Trustee) by such entity. (f) Whenever in this Indenture or in the “Description of Notes” in the Offering Memorandum there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or Guarantees, such mention shall be deemed to include mention of the payment of Additional Amounts to Holders the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (g) The above obligations will survive any termination, defeasance or discharge of this Indenture, 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 Issuers or any Guarantor is incorporated, organized, engaged in business through a branch, agency or permanent establishment or otherwise 127 resident for tax purposes or any jurisdiction from or through which any payments made by or on behalf of the payment dateIssuers or any Guarantors (including in either case any Successor Issuer or Successor Person, as applicable) under or with respect to the Notes or any Guarantee is made and any department or political subdivision thereof or therein.

Additional Amounts. Except to All payments by the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or Issuer in respect of the Loan, this Agreement, the Notes, any Loan Document notes or any Secured Guarantor under a Note shall Guarantee, as the case may be, will be made free and clear of of, and without withholding or deduction for or on account of of, any and all present or future taxestax, leviesduty, impostsassessment or other governmental charge of whatever nature, deductionincluding penalties, charges interest and other liabilities related thereto, imposed, levied, collected, withheld or withholdings and all liabilities with respect thereto imposed assessed by Panama, The Bahamas, The Marshall Islands or on behalf of any taxing jurisdiction in which the Issuer or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection Guarantor (including successor) is then incorporated or resident for tax purposes, any taxing jurisdiction (other than the United States of America) from or through which payments any payment in respect of the Notes or under this Agreement, the Notes, any Loan Document, the a Note Guarantee or the Secured Notes are made) is made or any political subdivision of thereof or any taxing authority in therein (hereafter “Taxes”), unless such withholding or deduction is required by law. If any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," withholding or "Other Taxes," respectively). If the Lenderdeduction is required by law, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee Issuer or the Secured Notes, the sum payable by the Company or such Subsidiary relevant Guarantor, as the case may be, thereunder shall be increased will pay such additional amounts (“Additional Amounts”) as will result in receipt by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner holders of Secured Notes shall receive an amount equal to the sum that it of such amounts as would have been received by them had not no such withholdings and deductions been made; provided that withholding or deduction (including any such sum shall not be paid deduction or withholding in respect of any Panamanian Taxespayments of Additional Amounts) been required, Bahamian Taxes, MI Taxes or Other Taxes except that no Additional Amounts will be payable with respect to a payment made to a Holder or Beneficial Owner of Notes for or in respect of: (an "Excluded Holder"a) Taxes imposed as a result of any of the following circumstances: (i1) resulting from the beneficial owner existence of any present or former connection between such Secured Note Holder or Beneficial Owner of Notes and the jurisdiction imposing such tax (including without limitation, by virtue of the holder or Beneficial Owner carrying on a business or being deemed to carry on having a place of business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein such jurisdiction), other than the mere merely holding or owning of ownership of, or receiving payments under such Secured Note, being a beneficiary of the Note or Note Guarantee or exercising or enforcing any applicable Subsidiary Guarantee, rights thereunder; (2) if the receipt of any income or payments Notes are held in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or definitive registered form (ii“Definitive Registered Notes”) that would not have been imposed but for and the presentation of Definitive Registered Notes (where presentation is required) of such Secured Note for payment more than 180 had occurred after 30 days after the date of such payment became was due and payable or was duly provided for, whichever occurs is later, except for Additional Amounts with respect to taxes that would have been imposed had the Holder presented the Note for payment within such 30-day period; (3) the Holder or Beneficial Owner of a Note not dealing at arm’s length, within the meaning of the Income Tax Act (Canada), with the Issuer or a relevant Guarantor at the relevant time; (b) any estate, inheritance, gift, sales, transfer, personal property or similar tax; or (c) any Taxes, deduction or withholding imposed by reason of the failure of the Holder or Beneficial Owner of a Note to comply with certification, information or other reporting requirements after receiving a reasonable written advance request from the Issuer or a relevant Guarantor to so comply, if such compliance is required or imposed by a statute, treaty or regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction in all or part of such Taxes, deduction or withholding, in each case except where such Holder or Beneficial Owner is not legally able to so comply. The Lender, the Company Issuer or the Subsidiary Guarantors, as applicable, relevant Guarantor will also (i1) make such withholding or deduction and (ii2) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in . The Issuer or relevant Guarantor will make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any such case, taxes so deducted or withheld from the Lender is required relevant taxing authority. The Issuer will furnish to furnish under the Indenture to each Holder on whose behalf an amount was so remittedHolders of the Notes, within 30 calendar 60 days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes so deducted or Other Taxes withheld is due pursuant to applicable law, either certified copies of tax receipts evidencing such payment by the Lenderor, if such receipts are not obtainable, other evidence of such payments. In addition, the Company or Issuer and the Subsidiary Guarantors, as applicable. The Company willGuarantors will indemnify and hold harmless each Holder and, upon written request of each any Holder (other than an Excluded Holdersubject to the exclusions set forth in clauses (a) through (c) of this Section 4.21 and provided that reasonable supporting documentation is provided), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI such Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, the Notes (including payments under this clause (i)); and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) ), so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) holder after such reimbursement will not be less than the net amount the such Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been levied or imposed. Any payment pursuant to this paragraph will be an Additional Amount. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company Issuer or the Subsidiary Guarantors, as applicable, relevant Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company Issuer or the Subsidiary Guarantors, as applicable, relevant Guarantor will deliver to the Trustee trustee an officer's certificate Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee paying agent to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of amounts based upon the principal of, premium, Special Interest, if any, interest or any other amount payable under or with respect to any Note or Note Guarantee, such mention will be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. In addition, the Issuer or relevant Guarantor will pay any stamp, issue, registration, documentary, value added or other similar taxes and other duties (including interest and penalties) (“Other Taxes”) with respect to enforcement of or payments in respect of a Note Guarantee, in respect of the creation, issue, offering, registration, execution or enforcement of the Notes, or any documentation with respect thereto and the Issuer and each Guarantor will indemnify the holders for any Other Taxes paid by such Holders. The foregoing obligations shall survive any termination, defeasance or satisfaction and discharge of the Notes.

Additional Amounts. Except (a) All payments made by the Issuers under or with respect to the extent required Securities and by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, Company under the Notes, any Loan Document or any Secured Note shall Guaranty will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxes, levies, impostsduties, deductionfees, assessments or other governmental charges of whatever nature ("Taxes") imposed, levied, collected or withholdings and all liabilities with respect thereto imposed assessed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States on behalf of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," within the Cayman Islands or "Other Taxes," respectively). If Thailand, unless the Lender, Issuers are or the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantoris, as the case may be, thereunder shall be increased 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 amount Cayman Islands or Thailand from or in respect of any payment made under or with respect to the Securities or the Guaranty, in which case the Issuers or the Company, as the case may be, will pay such additional amounts ("Additional Amounts") as may be necessary so that after making all required withholdings the net amount received by each holder and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an Securities (including Additional Amounts) after such withholding or deduction or other payment of Taxes will not be less than the amount equal to the sum that it holder and beneficial owner would have received if such Taxes had not such withholdings and deductions been madewithheld or deducted or paid; provided provided, however, that any such sum shall not no Additional Amounts will be paid in payable with respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") payment made to a holder of Securities with respect to any Tax: (i) resulting from which would not have been imposed, payable or due but for the existence of any present or former connection between the holder (or the beneficial owner of of, or person ultimately entitled to obtain an interest in, such Secured Note carrying on business Securities) and the Cayman Islands or being deemed to carry on business in or through a permanent establishment or fixed base in Thailand, as the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein case may be, other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or Securities; (ii) that which would not have been imposed but for imposed, payable or due if the Securities are held in definitive registered form ("Definitive Registered Securities") and the presentation (where presentation is required) of such Secured Note Definitive Registered Securities for payment more than 180 had occurred within 30 days after the date such payment became was due and payable or was duly provided for, whichever occurs is later. The Lender, except for Additional Amounts with respect to Taxes that would have been imposed had the Company holder presented the Security for payment within such 30-day period; (iii) that is an estate, inheritance, gift, sales, transfer, personal property or similar Tax; (iv) that is imposed or withheld by reason of the failure of the holder or beneficial owner of a Security to comply, at the reasonable request of the Issuers or the Subsidiary GuarantorsCompany, as applicablethe case may be, with certification, information or other reporting requirements concerning the nationality, residence or identity of the holder or such beneficial owner if such compliance is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such Tax; (v) if the beneficial owner of, or person ultimately entitled to obtain an interest in, such Securities had been the holder of the Securities and would not be entitled to the payment of Additional Amounts; or (vi) payable otherwise than by withholding from payments on or in respect of any Security. (b) The Issuers or the Company, as the case may be, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuers or the Company, andas the case may be, in will make 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 caseTaxes. The Issuers or the Company, as the Lender is required case may be, will furnish to furnish under the Indenture to each Holder on whose behalf an amount was so remittedholders of the Securities, within 30 calendar 60 days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes so deducted or Other Taxes withheld is due pursuant to applicable law, either certified copies of tax receipts evidencing such payment by the LenderIssuers 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 Company Issuers or the Subsidiary GuarantorsCompany, as applicable. The Company the case may be, will, upon written request of each Holder holder of Securities (other than an Excluded Holdersubject to the 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 amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed by the Cayman Islands or Thailand and paid by such Holder holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes the Securities or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause Guaranty. Any payment pursuant to this section shall be an Additional Amount. (id) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes Securities or under the Guaranty is due and payable, if the Lender, Issuers or the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, Issuers or the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders the holders of Securities on the payment date. Whenever in this Indenture or in the Securities there is mentioned, in any context, the payment of amounts based upon the principal of, premium, if any, interest or of any other amount payable under or with respect to any Security or either Guaranty such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (e) In addition, the Issuers will pay any stamp, issue, registration, documentary, value added or other similar taxes and other duties (including interest and penalties) payable in the Cayman Islands or in Thailand (or any political subdivision or taxing 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. Except to the extent required (a) All payments made by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or a Foreign Guarantor in respect of the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall a Guarantee will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, leviesor on account of, imposts, deduction, charges any Taxes imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including on behalf of any jurisdiction (other than in which the United States of America) relevant Foreign Guarantor is then incorporated or organized or resident for tax purposes, any jurisdiction from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) payment on behalf of such Foreign Guarantor is made or any political subdivision or governmental authority thereof or therein having power to tax (each, a “Tax Jurisdiction”), will at any time be required to be made from any payments made by or on behalf of the relevant Foreign Guarantor under its Guarantee, including payments of principal, redemption price, purchase price, interest or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lenderpremium, the Company relevant Foreign Guarantor will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments (including payments of principal, redemption price, interest or premium) by each Holder (including Additional Amounts) after such withholding or deduction will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (i) any Subsidiary Guarantor shall be required by law to withhold Taxes that would not have been so imposed but for the existence of any present or deduct any Panamanian Taxesformer connection between the Holder or the beneficial owner of the Note or Guarantee (or between a fiduciary, Bahamian Taxessettler, MI Taxesbeneficiary, partner, member or shareholder of, or Other Taxes from possessor of power over the relevant Holder or beneficial owner, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the relevant Tax Jurisdiction, other than by the mere acquisition or holding of any Note or the enforcement or receipt of payment under or in respect of any sum payable under this Agreement, Note or Guarantee; (ii) any Taxes imposed or withheld as a result of the Notes, any Loan Document, failure of the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive any Note or Guarantee to comply with any written request, made to that Holder or beneficial owner within a reasonable period before any such withholding or deduction would be payable, by an amount equal Issuer or a Foreign Guarantor to provide timely or accurate information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any certification information or other reporting requirements (in each case, to the sum extent such Holder or beneficial owner is legally eligible to do so), which is required or imposed by a statute, treaty, regulation or administrative practice of the relevant Tax Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction or withholding of such Taxes; (iii) any Taxes that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect are imposed or withheld as a result of the presentation of any Panamanian Taxes, Bahamian Taxes, MI Taxes Note or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation payment (where presentation is required) of such Secured Note for payment more than 180 30 days after the date relevant payment is first made available for payment to the Holder or beneficial owner (except to the extent that the Holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (iv) any estate, inheritance, gift, value added, sale, excise, transfer, personal property or similar tax or assessment; (v) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to any Note or Guarantee; (vi) any Tax imposed on or with respect to any payment by a Foreign Guarantor to the Holder if such Holder is a fiduciary, partnership, limited liability company or person other than the sole beneficial owner of such payment became due and payable to the extent that Taxes would not have been imposed on such payment had such Holder been the sole beneficial owner of such Note or was duly provided for, whichever occurs later. The Lender, Guarantee; (vii) any Taxes that are imposed or withheld as a result of the Company presentation of any Note or the Subsidiary Guarantors, as applicable, will also (i) make Guarantee for payment by or on behalf of a Holder or beneficial owner of such Notes or Guarantee who would have been able to avoid such withholding or deduction and by presenting the relevant Note or Guarantee to, or otherwise accepting payment from, another paying agent; (iiviii) remit the full amount deducted any Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code, any regulations promulgated thereunder, any official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or (ix) any combination of items (i) through (viii) above. (b) The relevant authority Foreign Guarantor will pay when due any present or future stamp, transfer, court or documentary taxes or any other excise or property taxes that arise in accordance a Tax Jurisdiction with applicable lawrespect to the initial execution, and, in delivery or registration of the Guarantees or any such case, other document or instrument relating thereto (other than the Lender is required Notes). (c) The relevant Foreign Guarantor will use reasonable efforts to furnish under to the Indenture to each Holder on whose behalf an amount was so remittedHolders, within 30 calendar days a reasonable period of time after the due date for the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes so deducted or Other Taxes is due withheld pursuant to applicable law, either certified copies of tax receipts evidencing such payment by such Foreign Guarantor (in such form as provided in the Lender, ordinary course by the Company or relevant Tax Jurisdiction and as is reasonably available to the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded HolderForeign Guarantor), reimburse each or, if such holder for the amount receipts are not obtainable, other evidence of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid such payments by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect Foreign Guarantor reasonably satisfactory to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment dateHolders.

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all All payments of, or in respect of the Loanof, this Agreementprincipal of, and premium and interest on, the Notes, any Loan Document Notes or any Secured Note shall under the Guarantees will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, impostsassessments or governmental charges of whatever nature imposed or levied by or on behalf of the Republic of Singapore, deductionincluding any political subdivision or taxing authority thereof, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany in which any Guarantor is organized or any Subsidiary has some connection (including any jurisdiction (resident for tax purposes or from or through which payment is made, other than the United States of America) from or through which payments under this Agreementany State or taxing authority thereof (including, the Notesin each case, any Loan Document, political subdivision thereof) (the Guarantee or the Secured Notes are made“Relevant Jurisdiction”) or any political subdivision of authority thereof or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," therein having power to tax unless these taxes, duties, assessments or "Other Taxes," respectively)governmental charges are required to be withheld or deducted. If the LenderIn that event, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee Issuers (or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be), thereunder shall be increased by jointly and severally, agree to pay such additional amount as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges of the amount ("Additional Amounts"Relevant Jurisdiction) necessary so in the payment to each Holder of a Note of the amounts that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments payable in respect of such Secured NoteNotes or under the Guarantees had no withholding or deduction been required (such amounts, the Loan“Additional Amounts”), the Guarantee except that no Additional Amounts shall be payable for or on account of: (1) any applicable Subsidiary Guarantee tax, duty, assessment or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) other governmental charge that would not have been imposed but for the fact that such Holder: (a) is or has been a domiciliary, national or resident of, engages or has been engaged in business, maintains or has maintained a permanent establishment, or is or has been physically present in Singapore or the other jurisdiction, or otherwise has or has had some connection with the Relevant Jurisdiction other than the mere ownership of, or receipt of payment under, such Note or under the Guarantees (including, without limitation, the Holder being a resident in the Relevant Jurisdiction for tax purposes); or (b) presented such Note more than 30 days after the date on which the payment in respect of such Note first became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of 30 days; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, duty, assessment or other governmental charge which is payable otherwise than by deduction or withholding from payment of interest, principal or premium on the Notes or under the Guarantees; (4) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to duly and timely comply by the Holder or the beneficial owner of a Note with a request by the Company addressed to the Holder (A) to provide information concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or such beneficial owner or connection with the Relevant Jurisdiction or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) and (B), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, duty, assessment or other governmental charge; (5) any payment of the principal of or premium or interest on any Note to any Holder who is a fiduciary, partnership or person other than the sole beneficial owner of the payment to the extent that, if the beneficial owner had held the Note directly, such beneficial owner would not have been entitled to the Additional Amounts; (6) except in the case of a winding up of the Company, any tax, duty, assessment or other governmental charge which would not have been imposed but for the presentation of a Note for payment (where presentation is required) in the Relevant Jurisdiction (unless by reason of such Secured the Company’s actions, presentment could not have been made elsewhere); or (7) any combination of the items listed above. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note for been the Holder, it would not have been entitled to payment more than 180 days after of Additional Amounts by reason of clauses (1) through (7) above. If any taxes are required to be deducted or withheld from payments on the date such payment became due and payable Notes or was duly provided for, whichever occurs later. The Lenderunder the Guarantees, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date shall promptly provide a receipt of the payment of such taxes (or if such receipt is not available, any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies other evidence of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect reasonably acceptable to the Secured Notes is due and payable, if Trustee). Any reference herein to the Lender, payment of the Company principal or interest on any Note shall be deemed to include the Subsidiary Guarantors, as applicable, will be obligated to pay payment of Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver provided for in this Indenture to the Trustee an officer's certificate stating the fact that extent that, in such context, Additional Amounts will are, were or would be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment dateunder this Indenture.

Additional Amounts. Except (a) Payments made by the Issuers under or with respect to the extent required by Notes or any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, Subsidiary Guarantors with respect to any Loan Document or any Secured Note Subsidiary Guarantee shall be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionassessment or other governmental charge (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, charges or withholdings and all liabilities with respect thereto on account of, any Taxes imposed or levied by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection on behalf of (including 1) any jurisdiction (other than the United States of America) from or through in which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company Issuer or any Subsidiary Guarantor shall be required by law to withhold is at any relevant time organized, engaged in business for tax purposes or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction resident for tax purposes or any political subdivision thereof or therein or (2) any taxing authority jurisdiction from or through which payment is made by or on behalf of any Issuer or any Subsidiary Guarantor (including the jurisdiction of any paying agent) or any political subdivision thereof or therein other than (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made by any Issuer under or with respect to the mere holding Notes or owning of such Secured Note, being a beneficiary any of the Guarantee or Subsidiary Guarantors with respect to any applicable Subsidiary Guarantee, the Company, the Co-Issuer or the relevant Subsidiary Guarantor, as applicable, will pay to each Holder of Notes that are outstanding on the date of the required payment, such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the applicable beneficial owner (including the Additional Amounts) after such withholding or deduction (including any such withholding or deduction in respect of Additional Amounts) will equal the amount such beneficial owner would have received if such Taxes had not been withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment to a Holder or beneficial owner of the Notes in respect of the following Taxes (“Excluded Taxes”): (i) Canadian Taxes imposed because the Company does not deal at arm’s-length (within the meaning of the Income Tax Act (Canada)) with such Holder or beneficial owner at the time of making such payment, (ii) Taxes imposed by reason of such Holder or beneficial owner being connected with a relevant Tax Jurisdiction or any province or territory thereof otherwise than by the mere holding of the Notes or the receipt of any income or payments in respect of, or enforcement of, such Note or a Subsidiary Guarantee, (iii) Taxes payable as a result of such Secured NoteHolder’s or beneficial owner’s failure to comply with a timely request of the Company to comply with any certification, the Loanidentification, the Guarantee documentation or any other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guaranteetreaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, Taxes imposed by a relevant Tax Jurisdiction to which such Holder or beneficial owner is entitled, (iiiv) that would not estate, inheritance, gift, sales, transfer or similar Taxes, (v) Taxes in respect of which the payment could have been imposed but made without deduction or withholding for the presentation (where presentation is required) of such Secured Note Taxes if such Holder or beneficial owner had presented such Notes for payment more than 180 within 30 days after the date on which such payment on such Notes became due and payable or was the date on which payment thereof is duly provided for, whichever occurs later. The Lenderis later (except to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts had such Notes been presented on the last day of such 30-day period), (vi) Canadian Taxes imposed because such payment is deemed (under subsection 214(16) of the Income Tax Act (Canada)) to be a dividend paid by the Company to such Holder or beneficial owner because such Holder or beneficial owner is a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)), (vii) any U.S. federal withholding Taxes imposed by reason of such payment being treated as allocable to the Co-Issuer for U.S. federal income tax purposes; (viii) any withholding or deduction imposed pursuant to current Sections 1471 through 1474 of the Code or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to current Section 1471(b)(1) of the Code or any amended or successor provision that is substantively comparable and not materially more onerous to comply with, and any fiscal or regulatory legislation, rules or official administrative practices adopted pursuant to any intergovernmental agreement, treaty or convention among governmental authorities and implementing such Sections of the Code, or (ix) any combination of the Taxes described in the above clauses in this proviso. (b) If it is the applicable withholding agent, the Company Company, the Co-Issuer or the relevant Subsidiary Guarantors, as applicable, will also Guarantor shall also: (i) make such withholding or deduction and deduction, and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case. (c) The Company, the Lender is required to furnish under Co-Issuer or the Indenture to each Holder on whose behalf an amount was so remittedrelevant Subsidiary Guarantor will furnish, within 30 calendar days after the date on which the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified to the Trustee on behalf of the Holders of the applicable Notes that are outstanding on the date of the required payment, copies of tax receipts receipts, if any (or other documentation), evidencing such payment the payments of Taxes made by the LenderCompany, the Company Co-Issuer or a Subsidiary Guarantor, as the case may be, on behalf of the Holders or beneficial owners of the applicable Notes. The Issuers and the Subsidiary Guarantors, as applicable. The Company will, Guarantors will indemnify and hold harmless each Holder (for itself and its applicable beneficial owners) and upon written request of each Holder (other than an Excluded Holder), reimburse each such holder Holder for the amount of of: (i) any Panamanian Taxes (other than Excluded Taxes, Bahamian Taxes, MI Taxes or Other Taxes ) so levied or imposed by a relevant Tax Jurisdiction and paid by such Holder or beneficial owners as a result of payments made under or with respect to the Notes or any Secured Notes, and Subsidiary Guarantee, (ii) any Panamanian liability (including penalties, interest and expense) arising from such Taxes described in clause (i) above or with respect thereto, and (iii) any Taxes (other than Excluded Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or ) imposed by a relevant Tax Jurisdiction with respect to any reimbursement under the foregoing clause (i) so that or (ii) above. In addition to the net amount received by such foregoing, the Issuers and the Subsidiary Guarantors will also pay and indemnify each Holder (net for itself and its applicable beneficial owners) for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any relevant Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Subsidiary Guarantee or any other document referred to therein, or the receipt of any payments made under or with respect to such Secured Notesthereto, or enforcement of, any of the Loan, the Guarantee Notes or the applicable any Subsidiary GuaranteesGuarantee. (d) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payablepayable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the LenderCompany, the Company Co- Issuer or the a Subsidiary Guarantors, as applicable, will be Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the LenderCompany, the Company Co-Issuer or the relevant Subsidiary GuarantorsGuarantor, as applicable, will shall deliver to the Trustee an officer's certificate Officers’ Certificate stating the fact that such Additional Amounts will shall be payable and the amounts will be payable payable, and the amounts so payable and will shall set forth such other information as is necessary to enable 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: (i) the payment of principal (and premium, if any), (ii) purchase prices in connection with a repurchase of Notes, (iii) interest, or (iv) any other amount payable on or with respect to any of the Notes or any Subsidiary Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.19 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (e) The obligations in this Section 4.19 will survive any termination, defeasance or discharge of this Indenture, 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, the Co-Issuer or any Subsidiary Guarantor is organized, 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 (or any Subsidiary Guarantee) or any political subdivision thereof or therein.

Additional Amounts. Except (a) The Issuer, the Company and any Subsidiary Guarantor are required to the extent required by any applicable law, regulation law, regulation or governmental policy, any and make all payments of, under this Indenture or in respect of on the Loan, this Agreement, the Notes, any Loan Document or any Secured Note shall be made Notes free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings other governmental charge (including penalties, interest and all other liabilities with respect thereto related thereto) (hereinafter “Taxes”) imposed or levied by Panamaor on behalf of the government of the country in which the Company, The Bahamasthe Issuer or Subsidiary Guarantor and any successor thereof is organized or incorporated or any political subdivision or any authority or agency therein or thereof having power to tax, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than in which the United States of America) from or through which payments under this AgreementCompany, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company Issuer or any Subsidiary Guarantor shall be is otherwise resident for tax purposes or the jurisdiction of any Paying Agent (each, a “Relevant Taxing Jurisdiction”), unless the Company, the Issuer or a Subsidiary Guarantor or Paying Agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. (b) If the Company, the Issuer or any Subsidiary Guarantor, or a Paying Agent is so required to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, amount for or Other on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or in with respect of any sum payable under this Agreement, to the Notes, any Loan Documentthe Company, the Guarantee Issuer or the Secured Notes, the sum payable by the Company or any Subsidiary Guarantor will be required to pay such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount additional amounts ("“Additional Amounts"”) with respect to the Notes as may be necessary so that after making all required withholdings and deductions, Lender or the net amount received by any Holder or beneficial owner of Secured Notes shall receive an (including Additional Amounts) after such withholding or deduction will not be less than the amount equal to the sum that it such Holder or beneficial owner would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: (i) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner and the Relevant Taxing Jurisdiction (including a connection between a fiduciary, settlor, beneficiary, partner, member or shareholder of, or possessor of power over, the relevant holder or beneficial owner, if the relevant holder or beneficial owner is an estate, nominee, trust, partnership or corporation, and the Relevant Taxing Jurisdiction) including, without limiting the generality of the foregoing, such withholdings and deductions Holder or beneficial owner (or such fiduciary, settlor, beneficiary, partner, member, shareholder, or possessor) of the Notes being or having been made; provided that a citizen, resident, or national thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein; (ii) any such sum shall not be paid estate, inheritance, gift, sales, transfer or personal property tax or similar Taxes; (iii) any withholding or deduction in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes the Notes (a) presented for payment by or Other Taxes to on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant note to any other paying agent, or (an "Excluded Holder"b) where the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the notes for payment within 30 days after the date on which such payment on the notes became due and payable or the date on which payment thereof is duly provided for, whichever is later (iexcept to the extent that the holder or beneficial owner would have been entitled to Additional Amounts had the notes been presented on the last day of such 30-day period); (iv) resulting from any Taxes imposed with respect to any payment of principal (or premium, if any) or interest on the Notes by the Company, the Issuer or any Subsidiary Guarantor to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such Secured Note carrying on business payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or being deemed to carry on business in beneficial owner been the actual Holder or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having beneficial owner of such Notes; (v) any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein Taxes that are payable other than by deduction or withholding from payments made under or with respect to the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or Notes; (vi) any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) Taxes that would not have been imposed but for the presentation failure of the Holder and/or beneficial owner (where presentation a) to comply with the Company’s, the Issuer’s, the Subsidiary Guarantor’s or the Paying Agent’s request in writing at least 30 days before any withholding for such Taxes to the Holder to provide certification, documentation, information or other evidence concerning the nationality, residence, entitlement to treaty benefits, identity, direct or indirect ownership of or investment in the Notes, or connection with the Relevant Taxing Jurisdiction of the Holder and/or beneficial owner of such Notes, or (b) to make any valid or timely declaration or similar claim or satisfy any other reporting requirement or to provide any information relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of withholding or deduction of, Taxes imposed by the Relevant Taxing Jurisdiction; (vii) with respect to any payment made by the Company or any Subsidiary Guarantor that is requiredresident in Canada, or is a partnership any partner of which is resident in Canada, in each case, for purposes of Part XIII of the Income Tax Act (Canada), any Taxes that are required to be deducted or withheld from any payment under or in respect of the Notes as a consequence of the Holder or beneficial owner of Notes or the recipient of the interest payable on the Notes not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with the Company or any Subsidiary Guarantor at the time of making any such payment; (viii) with respect to any payment made by the Company or any Subsidiary Guarantor that is resident in Canada, or is a partnership any partner of which is resident in Canada, in each case, for purposes of Part XIII of the Income Tax Act (Canada), any Taxes that are required to be deducted or withheld from any payment under or in respect of the Notes as a consequence of the Holder or beneficial owner of the Notes being at any time a ‘‘specified non-resident shareholder’’ (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Company, the Issuer or any Subsidiary Guarantor or at any time not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Company, the Issuer or any Subsidiary Guarantor or as a consequence of the payment being deemed to be a dividend under the Income Tax Act (Canada); (ix) any Taxes payable under section 1471 through 1474 of the Code (or any successor or amended versions thereof), any regulations or other official guidance thereunder, or any agreement (including any intergovernmental agreement or any law implementing such Secured Note governmental agreement) entered into in connection therewith (“FATCA”); (x) any Taxes or penalties arising from the Holder’s or beneficial owner’s failure to comply with the Holder’s or beneficial owner’s obligations imposed under Part XVIII of the Income Tax Act (Canada), the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of FATCA based reporting; or (xi) any combination of, or any Taxes arising from a combination of the factors described in, (i) to (x) above. (c) At least 30 calendar days prior to each date on which any payment more than 180 days after under or with respect to the date such payment became Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or was duly provided forafter the 30th day prior to such date, whichever occurs laterin which case it shall be promptly thereafter), if the Issuer, the Company or any Subsidiary Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the U.S. Trustee and paying agent for the affected Notes an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the U.S. Trustee or paying agent, as the case may be, to pay such Additional Amounts to Holders and beneficial owners of such Notes on the payment date. Each such Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. (d) The LenderIssuer, the Company or the applicable Subsidiary Guarantors, as applicable, Guarantor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Issuer will provide the U.S. Trustee with official receipts or, andif notwithstanding the efforts of the Issuer official receipts are not obtainable, in any such caseother documentation reasonably satisfactory to the U.S. Trustee, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date evidencing the payment of any Panamanian Tax so deducted or withheld for each Relevant Taxing Jurisdiction imposing such Taxes, Bahamian Taxes, MI Taxes . The Issuer will attach to each official receipt or Other Taxes is due pursuant to applicable law, certified copies other documentation a certificate stating (x) that the amount of tax receipts evidencing such payment Tax evidenced by the Lenderofficial receipt or other documentation was paid in connection with payments in respect of the principal amount of such Notes then outstanding and (y) the amount of such Tax paid per $1,000 of principal amount of such Notes. (e) Whenever reference is made in this Indenture, in any context, to (i) the payment of principal, (ii) redemption prices or purchase prices in connection with a redemption or purchase of Notes, (iii) interest or (iv) any other amount payable on or with respect to the Notes, such reference will be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are or would be payable in respect thereof. (f) The Issuer will pay any present or future stamp, court, documentary or other similar taxes, charges or levies that arise in any jurisdiction from the execution, delivery or registration of, or enforcement of rights under, this Indenture or any related document. (g) The obligations described under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company or any Subsidiary Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein. (h) The Issuer, the Company or and the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder Guarantors shall indemnify and hold harmless the Trustees for the amount of (iany Taxes in respect of which the Company, the Issuer or any Subsidiary Guarantor, is required to pay Additional Amounts pursuant to Section 2.13(b) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so that are levied or imposed and paid by such Holder the Trustees as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Company Guarantee or the applicable any Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian TaxesGuarantee, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which including any payment reimbursements under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datethis clause 2.13(h).

Additional Amounts. Except (a) All payments made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments of, or in respect of the Loan, this Agreement, the Notes, any Loan Document Notes or any Secured Note Guarantee shall be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, levies, imposts, deduction, charges or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands any Guarantor or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection (including any jurisdiction (other than the United States of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be applicable withholding agent is required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxesamount for, or Other on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States) in which the Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any sum payments under or with respect to the Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each beneficial owner of Notes after such withholding or deduction shall equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) being or having been a citizen or resident or national of, or incorporated, engaged in a trade or business in, being or having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or having or having had any other present or former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the exercise or enforcement of rights under this Agreementsuch Note, the Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (5) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the holder or beneficial owner of the Notes, following the Issuer’s reasonable written request addressed to the holder at least 60 days before any Loan Documentsuch withholding or deduction would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or beneficial owner is legally eligible to provide such certification or documentation; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; (7) any Taxes imposed on or with respect to any payment by the Issuer or any of the Guarantors to the holder of the Notes if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that such Taxes would not have been imposed on such payments had such holder been the sole beneficial owner of such Note; (8) any Taxes that are imposed pursuant to current Section 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”) or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the 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); or (9) any combination of clauses (1) through (8) above. In addition to the foregoing, the Guarantee Issuer and the Guarantors will also pay and indemnify the holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the Secured execution, delivery, issuance, or registration of any of the Notes, the sum payable by Indenture, any Note Guarantee or any other document referred to therein, or the Company receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Subsidiary Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (3) or (5) through (9) above or any combination thereof). (b) If the Issuer or any Guarantor, as the case may be, thereunder becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be increased by entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (c) The Issuer or the amount ("Additional Amounts") necessary so that after making relevant Guarantor, if it is the applicable withholding agent, will make all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder"within the time period) (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that would not have been imposed but for the presentation (where presentation is required) of such Secured Note for payment more than 180 days after the date such payment became due required by law and payable or was duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law, and, in . The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any such case, Taxes so deducted or withheld. The Issuer or the Lender is required relevant Guarantor will furnish to furnish under the Indenture Trustee (or to each a Holder on whose behalf an amount was so remittedupon request), within 30 calendar 60 days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes so deducted or Other Taxes withheld is due pursuant to applicable lawmade, certified copies of tax Tax receipts evidencing such payment by the LenderIssuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (d) Whenever in the Indenture or this Note there is mentioned, in any context, the Company or payment of amounts based upon the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (ie) The preceding obligations will survive any Panamanian Taxestermination, Bahamian Taxesdefeasance or discharge of the Indenture, MI Taxes any transfer by a holder or Other Taxes so levied beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer (or imposed and paid by such Holder as a result of payments any Guarantor) is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes (or any Secured NotesNote Guarantee) by or on behalf of such Person and, and (ii) in each case, any Panamanian Taxes, Bahamian Taxes, MI Taxes political subdivision thereof or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment datetherein.

Additional Amounts. Except (a) All payments and deliveries made by, or on behalf of, the Company or any successor to the extent required by any applicable law, regulation law, regulation Company under or governmental policy, any with respect to this Indenture and all payments of, or in respect of the Loan, this Agreement, the Notes, including payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), payments of interest and payments of cash and/or deliveries of ADSs (together with payments of cash for any Loan Document or any Secured Note shall fractional ADS) upon conversion of the Notes, will be made free and clear of and without withholding or deduction for for, or on account of of, any and all present or future taxes, leviesduties, imposts, deduction, assessments or governmental charges of whatever nature imposed or withholdings and all liabilities with respect thereto imposed levied by Panama, The Bahamas, The Marshall Islands or within any jurisdiction in which the Company or any other jurisdiction with whicx xxx Xxmpany successor to the Company is, for tax purposes, organized or any Subsidiary has some connection resident or doing business (including any jurisdiction (other than the United States of Americaeach, as applicable, a “Relevant Taxing Jurisdiction”) from or through which payments under this Agreementpayment is made or deemed made (together with each Relevant Taxing Jurisdiction, the Notesa “Relevant Jurisdiction,” and in each case, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," withholding or "Other Taxes," respectively). If the Lenderdeduction is so required, the Company or any Subsidiary Guarantor successor to the Company shall pay to each Holder such additional amounts (“Additional Amounts”) as may be required by law necessary to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, ensure that the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable net amount received by the Company Holders after such withholding or such Subsidiary Guarantor, as deduction (and after deducting any taxes on the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so will equal the amounts that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have been received by such Holders had not no such withholdings and deductions withholding or deduction been maderequired; provided that any such sum shall not no Additional Amounts will be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") payable: (i) resulting from the beneficial owner of such Secured Note carrying for or on business account of: (A) any tax, duty, assessment or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of such Secured Note, being a beneficiary of the Guarantee or any applicable Subsidiary Guarantee, the receipt of any income or payments in respect of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) governmental charge that would not have been imposed but for for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Jurisdiction, other than merely holding such Note or the receipt of payments thereunder, including such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (2) the presentation of such Note (where in cases in which presentation is required) of such Secured Note for payment more than 180 30 days after the later of the date on which the payment of the principal of (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) and interest on such Note or the payment of cash and/or the delivery of ADSs (together with payment of cash for any fractional ADS) upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for, whichever occurs later. The Lender, the Company or the Subsidiary Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the amount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount unless the Holder would have received been entitled to such Additional Amounts on the last day of the 30-day period; (3) the failure of the Holder or beneficial owner to comply with a timely request from the Company or any successor of the Company, addressed to the Holder, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if Panamanian Taxesand to the extent that due and timely compliance with such request is required by statute, Bahamian Taxesregulation or administrative practice of the Relevant Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable; or (4) the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, MI Taxes unless such Note could not have been presented for payment elsewhere; (B) any estate, inheritance, gift, sale, transfer, excise, personal property or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which similar tax, assessment or other governmental charge; (C) any payment tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under or with respect to the Secured Notes is due Notes; (D) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Code (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and payableany other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or (E) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B), (C) or (D); or (ii) with respect to any payment of the principal of (including the Redemption Price, the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and interest on such Note or the payment of cash and/or the delivery of ADSs (together with payment of cash for any fractional ADS) upon conversion of such Note to a Holder, if the LenderHolder is a fiduciary, partnership or person other than the Company sole beneficial owner of that payment to the extent that such payment would be required to be included in the income under the laws of the Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. (b) The Trustee and Paying Agent shall also be entitled to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to FATCA and any regulations or agreements thereunder or official interpretations thereof. (c) Any reference in this Indenture or the Subsidiary GuarantorsNotes in any context to the payment of cash and/or the delivery of ADSs (together with payments of cash for any fractional ADS), as applicable, will be obligated to pay Additional Amounts upon conversion of any Note or the payment of principal of (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable) and interest on any Note or any other amount payable with respect to such paymentNote, shall be deemed to include payment of Additional Amounts to the Lenderextent that, in such context, Additional Amounts are, were or would be payable with respect to that amount pursuant to this Section 4.07. (d) If the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Subsidiary GuarantorsNotes, as applicable, it will deliver to the Trustee an officer's certificate stating Trustee, the fact that such Additional Amounts will be payable Paying Agent and the amounts will be payable and Holders official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so payable and will set forth such other information necessary withheld or deducted. (e) The Trustee shall have no obligation to enable the Trustee to pay such determine whether any Additional Amounts to Holders on are payable under the payment dateIndenture or the amount thereof. (f) The foregoing obligations shall survive termination or discharge of this Indenture.

Additional Amounts. Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any Any and all payments ofmade by the Company to the Holders, under or in with respect of the Loan, this Agreement, to the Notes, any Loan Document or any Secured Note shall will be made free and clear of and without withholding or deduction for or on account of any and all present or future taxestax, leviesduty, impostslevy, deductionimpost, charges assessment or withholdings and all liabilities with respect thereto imposed by Panama, The Bahamas, The Marshall Islands or any other jurisdiction with whicx xxx Xxmpany or any Subsidiary has some connection governmental charge (including any jurisdiction (other than the United States interest or penalties with respect thereto) imposed or levied by or on behalf of America) from or through which payments under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Panamanian Taxes," "Bahamian Taxes," "MI Taxes," or "Other Taxes," respectively). If the Lender, the Company or any Subsidiary Guarantor shall be required by law to withhold or deduct any Panamanian Taxes, Bahamian Taxes, MI Taxes, or Other Taxes from or in respect of any sum payable under this Agreement, the Notes, any Loan Document, the Guarantee or the Secured Notes, the sum payable by the Company or such Subsidiary Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, Lender or any Holder or beneficial owner of Secured Notes shall receive an amount equal to the sum that it would have received had not such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes to a Holder (an "Excluded Holder") (i) resulting from the beneficial owner of such Secured Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or having any other connection with the relevant taxing jurisdiction Mexico or any political subdivision thereof or by any taxing authority or agency therein other than or thereof having power to tax (hereinafter “Mexican Withholding Taxes”), unless the mere holding withholding or owning deduction of such Secured Note, being a beneficiary of Mexican Withholding Taxes is required by law or by the Guarantee administration thereof. In the event any Mexican Withholding Taxes are required to be so withheld or any applicable Subsidiary Guaranteededucted, the Company will (i) pay such additional amounts (“Additional Amounts”) as will result in receipt of any income or payments in respect by the Holders of such Secured Noteamounts as would have been received by them had no such withholding or deduction been required, the Loan, the Guarantee or any applicable Subsidiary Guarantee or the enforcement of such Secured Note, the Loan, the Guarantee or any applicable Subsidiary Guarantee, or (ii) that deduct or withhold such Mexican Withholding Taxes and (iii) remit the full amount so deducted or withheld to the relevant taxing or other authority. Any payment of Additional Amounts will be treated, for Mexican tax purposes, as additional interest. Notwithstanding the foregoing, no such Additional Amounts shall be payable for or on account of: (a) any Mexican Withholding Taxes which would not have been imposed or levied on a Holder but for the existence of any present or former connection between the Holder or beneficial owner of the Notes and Mexico or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder or beneficial owner (i) being or having been a citizen or resident thereof, (ii) maintaining or having maintained an office, permanent establishment, fixed base or branch therein, or (iii) being or having been present or engaged in trade or business therein, except for a connection solely arising from the mere ownership of, or receipt of payment under, such Note or the exercise or enforcement of rights under this Indenture; (b) except as otherwise provided, any estate, inheritance, gift, sales, transfer, or personal property or similar tax, assessment or other governmental charge; (c) any Mexican Withholding Taxes that are imposed or levied by reason of the failure by the Holder or beneficial owner of such Note to comply with any certification, identification, information, documentation, declaration or other reporting requirement which is required or imposed by a statute, treaty, regulation, general rule or administrative practice as a precondition to exemption from, or reduction in the rate of, the imposition, withholding or deduction of any Mexican Withholding Taxes; provided that at least 60 days prior to (i) the first payment date with respect to which the Company shall apply this clause (c) and, (ii) in the event of a change in such certification, identification, information, documentation, declaration or other reporting requirement, the first payment date subsequent to such change, the Company shall have notified the Trustee, in writing, that the Holders or beneficial owners of the Notes will be required to provide such certification, identification, information or documentation, declaration or other reporting; (d) any Mexican Withholding Taxes that are imposed or levied by reason of the failure by the Holder or beneficial owner of such Note to timely comply (subject to the conditions set forth below) with a written request by or on behalf of the Company to provide information, documentation or other evidence concerning the nationality, residence, identity, or registration with the Ministry of Finance and Public Credit of the Holder or beneficial owner of such Note that is necessary from time to time to determine the appropriate rate of deduction or withholding of Mexican Withholding Taxes applicable to such Holder or beneficial owner; provided that at least 60 days prior to the first payment date with respect to which the Company shall apply this clause (d), the Company shall have notified the Trustee, in writing, that such Holders or beneficial owners of the Notes will be required to provide such information, documentation or other evidence; (e) the presentation of such Note (where presentation is required) of such Secured Note for payment on a date more than 180 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever occurs later. The Lender, except to the Company extent that the Holder or the Subsidiary Guarantors, as applicable, will also beneficial owner of such Note would have been entitled to Additional Amounts in respect of such Mexican Withholding Taxes on presenting such Note for payment on any date during such 30-day period; (if) make such any Mexican Withholding Taxes that are payable only by a method other than withholding or deduction and deduction; or (iig) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Lender is required to furnish under the Indenture to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment combination of any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Lender, the Company or the Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder item (other than an Excluded Holdera), reimburse each such holder for the amount of (ib), (c), (d), (e), or (f) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Secured Notes, and (ii) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Secured Notes, the Loan, the Guarantee or the applicable Subsidiary Guarantees) after such reimbursement will not be less than the net amount the Holder would have received if Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Secured Notes is due and payable, if the Lender, the Company or the Subsidiary Guarantors, as applicable, will be obligated to pay Additional Amounts with respect to such payment, the Lender, the Company or the Subsidiary Guarantors, as applicable, will deliver to the Trustee an officer's certificate stating the fact that such Additional Amounts will be payable and the amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment dateabove.