Common use of Additional Amounts Clause in Contracts

Additional Amounts. All payments and deliveries 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 Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holder.

Additional Amounts. All payments and deliveries made by or on behalf The Company may redeem, in whole, but not in part, all of the Issuer Series B Preference Shares, upon notice given as provided in Section 7(h) herein, at a redemption price equal to US$25.00 per Series B Preference Share, plus any unpaid, accrued cumulative dividends, whether or not declared, on such Series B Preference Share, to, but excluding, the Redemption Date, without interest on such unpaid dividends, if there is, in the Company’s reasonable determination, based on the advice of external legal, financial and tax advisers with knowledge of such matters, as applicable, a substantial probability that the Company or any of Successor Company would become obligated to pay additional amounts on the Guarantors (including, in each case, any successor entity) under or next succeeding Dividend Payment Date with respect to the Convertible Notes or any other Note Document shall be made free Series B Preference Shares and clear of, and without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of those additional amounts could not be avoided by the use of any Taxes so deducted reasonable measures available to the Company or withheldany Successor Company (a “Tax Event”); provided that no such redemption may occur unless one of the Redemption Requirements is satisfied. As used herein, “Relevant Taxing Jurisdiction” means (A) Bermuda or any political subdivision or governmental authority of or in Bermuda with the power to tax, (B) any jurisdiction from or through which the Company or its dividend disbursing agent is making payments on the Series B Preference Shares or any political subdivision or governmental authority of or in that jurisdiction with the power to tax or (C) any other jurisdiction in which the Company or any Successor Company is organized or generally subject to taxation or any political subdivision or governmental authority of or in that jurisdiction with the power to tax. Prior to any redemption upon a Tax Event, the Company shall file with its corporate records and deliver to the transfer agent for the Series B Preference Shares a certificate signed by one of the Company’s officers confirming that a Tax Event has occurred and is continuing (as reasonably determined by the Company based on the advice of external tax and legal advisers). The Issuer or the relevant Guarantor Company shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, include a copy of this certificate with any return reporting such payment or other evidence notice of such payment reasonably satisfactory to the Holderredemption.

Additional Amounts. All payments and deliveries made by by, or on behalf of of, the Issuer or any of the Guarantors (including, in each case, any successor entity) Company under or with respect to the Convertible Notes or Notes, including, but not limited to, payments of principal (including, if applicable, any other Note Document Redemption Price) and payments of interest, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature, unless such withholding or deduction is required by applicable Lawslaw. If In the event that any applicable Law requires such taxes, duties, assessments or governmental charges imposed or levied by or within any jurisdiction in which the deduction Company or withholding of any Tax successor is, for tax purposes, organized or resident or doing business or through which any payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any such payment (as determined in payments made by the good faith discretion Company or its Paying Agent with respect to the Notes, the Company shall pay to the holder, of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by Notes such Additional Amounts (the “Additional Amounts”) as may be necessary so to ensure that the net amount received by the beneficial owner after making such withholding or deduction (and after deducting any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, that no Additional Amounts shall be payable upon any of the conditions described in the following clauses (a), (b) or (c): (a) for or on account of: (i) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (A) the existence of any present or former connection between the holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction, other than merely holding or enforcing rights under such Note or the receipt of payments or deliveries thereunder; (B) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of (I) the date on which the payment of the principal of (including the Redemption Price, if applicable) and interest on such Note became due and payable pursuant to the terms thereof or (II) the date on which such payment was made or duly provided for, except to the extent that the holder or beneficial owner of such Note would have been entitled to such Additional Amounts on presenting such Note for payment on the last date of such period of 30 days; or (C) the failure of the holder or beneficial owner to comply with a timely request from the Company, addressed to the holder, to provide certification, information, documents or other evidence concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such holder or beneficial owner; (ii) any estate, inheritance, gift, value added, use, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under or with respect to the Notes; (iv) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Code or any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States of America and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the IRS under FATCA; (v) any tax, assessment or other governmental charge imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a holder or beneficial owner who would have been able to avoid such tax, assessment or governmental charge by presenting the relevant Note to, or otherwise accepting payment or delivery from, another paying agent or conversion agent; or (vi) any combination of taxes referred to in the preceding clauses (i), (ii), (iii), (iv) or (v); (b) with respect to any payment of the principal of (including the Redemption Price, if applicable) and interest on such Note, if the holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment or delivery to the extent that such payment or delivery would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the holder thereof; or (c) with respect to any U.S. federal withholding tax imposed on payments on such Note following the Company becoming a tax resident of the United States, such that the Company would be treated as a “U.S. Person” within the meaning of Section 7701(a)(30) of the Code. The payment of principal of (including the Redemption Price, if applicable) or the payment of interest on any Note or other amount payable with respect to such Note shall be deemed to include payment of Additional Amounts provided for in the Indenture to the extent that Additional Amounts are, were or would be payable in respect thereof. If the Company is required to make any deduction or withholding (including such deductions and withholdings applicable from any payments or deliveries with respect to the Additional Amounts)Notes pursuant to this Section 1.10 herein, the beneficial owner Company shall deliver to the Trustee and the holders official tax receipts evidencing the remittance to the relevant tax authorities of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction amounts so withheld or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holderdeducted.

Additional Amounts. All If the Note Certificate(s) provide for the payment of Additional Amounts, the Trust agrees to pay to the Holder of any such Note Additional Amounts as provided in the Note Certificate(s). Whenever in the Indenture there is mentioned, in any context, the payment of the principal of, or interest or premium on, or in respect of, any Note or the net proceeds received on the sale or exchange of any Note, such reference shall be deemed to include reference to the payment of Additional Amounts provided by the terms established by the Indenture or pursuant to the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express reference to the payment of Additional Amounts in any provision of the Indenture shall not be construed as excluding Additional Amounts in those provisions hereof where such express reference is not made. If the Note Certificate(s) provide for the payment of Additional Amounts, the Note Certificate will provide that the Trust will pay, or cause to be paid, Additional Amounts to a Holder of Notes to compensate for any withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied on payments and deliveries made on the Notes by or on behalf of any governmental authority in the Issuer or any United States having the power to tax, so that the net amount received by the Holder of the Guarantors (includingNotes, in each case, any successor entity) under or with respect after giving effect to the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by applicable Laws. If any applicable Law requires deduction, whether or not currently payable, will equal the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have been received had under the Notes were no such deduction or withholding required; provided that no such Additional Amounts shall be required for or on account of: (a) any tax, duty, levy, assessment or other governmental charge imposed which would not have been made. The Issuer imposed but for a Holder or beneficial owner of one or more of the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing Notes, (i) having any present or former connection with the payment United States, including, without limitation, being or having been a citizen or resident thereof, or having been present, having been incorporated in, having engaged in a trade or business or having (or having had) a permanent establishment or principal office therein, (ii) being a controlled foreign corporation within the meaning of any Taxes so deducted or withheld. The Issuer or Section 957(a) of the relevant Guarantor shall furnish Code related within the meaning of Section 864(d)(4) of the Code, to the HolderFunding Agreement Provider, (iii) being a bank for United States Federal income tax purposes whose receipt of interest on the Note is described in Section 881(c)(3)(A) of the Code, (iv) being an actual or constructive owner of 10 percent or more of the total combined voting power of all classes of stock of the Funding Agreement Provider entitled to vote within sixty the meaning of Section 871(h)(3) of the Code and Treasury Regulations promulgated thereunder or (60v) being subject to backup withholding as of the date of the purchase by the Holder of the Notes; (b) any tax, duty, levy, assessment or other governmental charge which would not have been imposed but for the presentation of the Note (where presentation is required) for payment on a date more than 30 days after the date on which such payment becomes due and payable or the date on which payment of is duly provided for, whichever occurs later; (c) any Taxes so deducted tax, duty, levy, assessment or other governmental charge which is imposed or withheld solely by reason of the failure of the beneficial owner or a Holder of Notes to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the beneficial owner or a Holder of Notes, if compliance is maderequired by statute, certified copies by regulation of Tax receipts evidencing payment the United States Treasury Department, judicial or administrative interpretation, other law or by an applicable income tax treaty to which the United States is a party as a condition to exemption from such tax, duty, levy, assessment or other governmental charge; (d) any inheritance, gift, estate, personal property, sales, transfer or similar tax, duty, levy, assessment, or similar governmental charge; (e) any tax, duty, levy, assessment or other governmental charge that is payable otherwise than by withholding from payments in respect of the Notes; (f) any tax, duty, levy, assessment or other governmental charge imposed by reason of payments on the Notes being treated as contingent interest described in Section 871(h)(4) of the Code for United States Federal income tax purposes provided that such treatment was described in the Pricing Supplement; (g) any tax, duty, levy, assessment or other governmental charge that would not have been imposed but for an election by the Issuer Holder of the Note, the effect of which is to make payment in respect of the Notes subject to United States Federal income tax or a Guarantorwithholding tax provisions; or (h) any combination of items (a), as the case may be(b), a copy of any return reporting such payment (c), (d), (e), (f) or other evidence of such payment reasonably satisfactory to the Holder(g) above.

Additional Amounts. All payments and deliveries 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 Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including related penalties, interest and other liabilities) (“Taxes, unless such withholding ”) imposed or deduction is required levied by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion on behalf of the Issuergovernment of the Kingdom of Belgium, Luxembourg or any Guarantorpolitical subdivision or any authority or agency therein or thereof having power to tax, or any other applicable withholding agentjurisdiction in which the Issuer is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (each, a “Relevant Taxing Jurisdiction”), then unless the applicable withholding agent shall be entitled Issuer is required to make such deduction withhold or withholding and shall timely pay deduct Taxes by law or by the full interpretation or administration thereof. If the Issuer is so required to withhold or deduct any amount deducted for or withheld on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the relevant Governmental Authority in accordance with applicable law and if Notes, the Issuer shall pay such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such additional amounts (“Additional Amounts Amounts”) as may be necessary so that after making such deduction or withholding the net amount received by the Holders and beneficial owners of the Notes (including such deductions and withholdings applicable to the Additional Amounts)) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes 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 which would not have been imposed but for (a) 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 Taxing 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 (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later; (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge; (3) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, or any interest on, the Notes; (4) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Convertible Notes receives an amount equal Issuer addressed to the sum it would Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), 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; (5) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; (6) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or (7) any combination of items (1), (2), (3), (4), (5) and (6) above. The Issuer also will not be required to pay Additional Amounts: (a) if the payment could have received had no such been made without deduction or withholding 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 Holders or beneficial owners of the Notes would have been madeentitled to Additional Amounts had the Note been presented on the last day of the 30-day period); (b) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of 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; or (c) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State. If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will 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 Issuer shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Issuer or Officers’ Certificate must also set forth any other information necessary to enable the paying agent to pay Additional Amounts to Holders of the Notes on the relevant Guarantor shall use its reasonable efforts payment date. Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to obtain Tax receipts from each Governmental Authority the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Global Note there is mentioned, in any Taxes so deducted context, the payment of principal; purchase prices in connection with a purchase of Notes; interest; or withheldany other amount payable on or with respect to any of the Notes, that reference shall be deemed to include 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 Issuer 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 related document or instrument, or the relevant Guarantor shall furnish receipt of any payments with respect to the HolderNotes, within sixty (60) days after excluding taxes, charges or similar levies imposed by any jurisdiction outside of Luxembourg, Belgium, the date the payment jurisdiction of incorporation of any Taxes so deducted or withheld is made, certified copies successor of Tax receipts evidencing payment by the Issuer or any jurisdiction in which a Guarantorpaying agent is located, as and the case may be, a copy of Issuer will agree to indemnify the Holders or the Trustee for any return reporting such payment taxes paid by the Holders or other evidence of such payment reasonably satisfactory the Trustee. The preceding provisions shall apply mutatis mutandis to any jurisdiction in which any successor to the HolderIssuer is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by the Corporation under or with respect to the Securities shall be made free and deliveries made clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) imposed or levied by or on behalf of the Issuer government of the country in which the Corporation or any of successor thereof is organized or incorporated or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Guarantors (including, in each case, Corporation or its successor is otherwise resident for tax purposes or any successor entity) jurisdiction from or through which any payment under or with respect to the Convertible Notes Securities is made (including the jurisdiction of any Paying Agent) (each, a “Relevant Taxing Jurisdiction”), unless the Corporation or its successor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Corporation or its successor is so required to withhold or deduct any other Note Document shall be made free and clear of, and without withholding or deduction for, amount for or on account ofof Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to any Securities, the Corporation or its successor shall be required to pay such additional amounts (“Additional Amounts”) with respect to such Securities as may be necessary so that the net amount received by any present Holder or future Taxes, unless beneficial owner (including Additional Amounts) after such withholding or deduction is required by applicable Laws. If will not be less than the amount 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 applicable Law requires Taxes that would not have been so imposed but for the deduction or withholding existence of any Tax from any such payment present or former connection between the relevant Holder or beneficial owner (as determined in the good faith discretion of the Issueror between a fiduciary, any Guarantorsettlor, beneficiary, 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 such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, partner, member, shareholder, or possessor) of such Securities 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; (ii) any estate, inheritance, gift, sales, transfer, personal property tax or similar Taxes; (iii) any withholding or deduction in respect of such Securities (A) 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 Security to any other applicable withholding agent)paying agent in a European Union member state, then or (B) where the applicable withholding agent shall be entitled to make payment could have been made without such deduction or withholding if the beneficiary of the payment had presented such Securities for payment within 30 days after the date on which such payment on such Securities 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 or beneficial owner would have been entitled to Additional Amounts had such Securities been presented on the last day of such 30-day period); (iv) any Taxes imposed with respect to any payment of principal of (or premium, if any, on) or interest on such Securities by the Corporation 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 payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder or beneficial owner of such Securities; (v) any Taxes that are payable other than by deduction or withholding from payments made under or with respect to such Securities; (vi) any Taxes that would not have been imposed but for the failure of the Holder and/or beneficial owner (A) to comply with the Corporation’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, identity or connection with the Relevant Taxing Jurisdiction of the Holder and/or beneficial owner of such Securities or (B) to make any valid or timely declaration or similar claim or satisfy any other reporting requirement relating to such matters, in each case, 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) any recipient or beneficial owner of a payment under a Security if the Corporation does not deal at arm’s length within the meaning of the Income Tax Act (Canada) with such recipient or beneficial owner at the time of making such payment or if the Corporation has an obligation to pay an amount under or in respect of such Security to another person with which the Corporation does not deal at arm’s length within the meaning of the Income Tax Act (Canada); (viii) any Holder or beneficial owner of such Securities who is a, or does not deal at arm’s length within the meaning of the Income Tax Act (Canada) with any, “specified shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of the Corporation for purposes of the thin capitalization rules in the Income Tax Act (Canada); (ix) any Taxes imposed directly or indirectly under FATCA; or (x) any combination of (i) to (ix) above. (b) At least 30 calendar days prior to each date on which any payment under or with respect to the Securities is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall timely be promptly thereafter), if the Corporation will be obligated to pay Additional Amounts with respect to such payment, the Corporation will deliver to the Trustees and the Paying Agent for the Securities 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 Trustees or Paying Agent, as the case may be, to pay such Additional Amounts to Holders and beneficial owners of such Securities on the payment date. Each such Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. (c) The Corporation shall also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Governmental Authority taxing authority in accordance with applicable law and law. The Corporation shall provide the Trustees with official receipts or, if such Tax is an Indemnified Taxnotwithstanding the efforts of the Corporation official receipts are not obtainable, then the sum payable other documentation reasonably satisfactory to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts)Trustees, the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment to such relevant authority of any Taxes so deducted or withheld. The Issuer Corporation shall attach to each official receipt or other documentation a certificate stating (x) that the relevant Guarantor shall furnish to amount of such Taxes evidenced by the Holderofficial receipt or other documentation was paid in connection with payments in respect of the principal amount of the Securities then Outstanding and (y) the amount of such Taxes paid per US$1,000 of principal amount of such Securities. (d) Whenever reference is made in this Indenture, within sixty in any context, to: (60i) days after the date the payment of principal; (ii) redemption prices or purchase prices in connection with a redemption or purchase of Securities; (iii) interest; or (iv) any Taxes so deducted other amount payable on or withheld is madewith respect to the Securities, certified copies such reference shall be deemed to include payment of Tax receipts evidencing payment by Additional Amounts as described in this Section 9.05 to the Issuer extent that, in such context, Additional Amounts are, were or a Guarantorwould be payable in respect thereof. (e) The Corporation shall pay any present or future stamp, as the case may becourt, a copy of any return reporting such payment documentary or other evidence similar taxes, charges or levies that arise in any jurisdiction from the execution, delivery or registration of, or enforcement of such payment reasonably satisfactory rights under, this Indenture or any related document. (f) The obligations under this Section 9.05 shall survive any termination, Legal Defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the HolderCorporation is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments to be made by the Company under this Agreement, or as a result of entering into this Agreement, shall be made without withholding or deduction for or on account of any present or future taxes, levies, assessments, imposts, duties or charges whatsoever unless the Company is required by law to withhold or deduct such taxes, levies, assessments, imposts, duties or charges. If the compensation (including the Initial Purchasers’ commissions) is or any other amounts to be received by the Initial Purchasers under this Agreement (including, without limitation, indemnification and deliveries made contribution payments and reimbursable expenses), or as a result of entering into this Agreement, are subject to any present or future taxes, levies, assessments, deductions, withholdings, imposts, duties or charges of any nature, including interest, penalties and additions thereto, imposed or levied by or on behalf of the Issuer any jurisdiction from or any of the Guarantors through which payment is made (includingother than, in each casethe case of any Initial Purchaser, any successor entity) under income or other tax due solely as a result of such Initial Purchaser’s connection with respect to the Convertible Notes or establishment in such jurisdiction, other than solely from such Initial Purchaser having executed, delivered or performed its obligations, received any other Note Document shall be made free and clear of, and without withholding or deduction foramounts, or on account of, any present or future enforced its rights under this Agreement) (“Taxes, unless such withholding or deduction is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent”), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely Company will pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is Initial Purchasers an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary additional amount so that the Initial Purchasers retain, after making taking into consideration all such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts)Taxes, the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received amounts owed to them as compensation or otherwise under this Agreement as if such amounts had no such not been subject to Taxes. If any Taxes are collected by deduction or withholding been made. The Issuer or withholding, the relevant Guarantor shall use its reasonable efforts Company will provide to obtain Tax receipts from each Governmental Authority the Initial Purchasers copies of documentation evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish transmittal to the Holder, within sixty (60) days after proper authorities of the date the payment amount of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing within 15 days after payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory Taxes. The Company further agrees to indemnify and hold harmless the HolderInitial Purchasers against any documentary, stamp, sales, transaction or similar issue tax, including any interest and penalties, on the creation, issue and sale of the Securities, and on the execution, delivery, performance and enforcement of the Transaction Documents.

Additional Amounts. All payments and deliveries made by or Amounts to be paid on behalf any series of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall Subordinated Debt Securities will be made free and clear of, and without deduction or withholding or deduction for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges or future Taxesfees imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction or withholding is required by law. If at any time a Taxing Jurisdiction requires the Company to make such deduction or withholding, the Company will pay additional amounts with respect to the principal of, interest and any other payment on, the Subordinated Debt Securities (“Additional Amounts”) that are necessary in order that the net amounts paid to the Holders of Subordinated Debt Securities of the particular series, after the deduction or withholding, shall equal the amounts which would have been payable on the Subordinated Debt Securities if the deduction or withholding had not been required. However, this will not apply to any such tax, levy, impost, duty, charge or fee, which would not have been deducted or withheld but for the fact that: (i) the Holder or the Beneficial Owner of the Subordinated Debt Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise having some connection with the Taxing Jurisdiction other than the holding or ownership of a Subordinated Debt Security, or the collection of any payment of, or in respect of, principal of, or any interest, or other payment on, any Subordinated Debt Security of the relevant series, (ii) except in the case of winding-up in the United Kingdom, the relevant Subordinated Debt Security is presented (where presentation is required) for payment in the United Kingdom, (iii) the relevant Subordinated Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting the same for payment at the close of that 30 day period, (iv) the Holder or the Beneficial Owner of the relevant Subordinated Debt Security or the Beneficial Owner of any payment of, or in respect of, principal of, or any interest or other payment on, the Subordinated Debt Security failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or the Beneficial Owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), 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 the tax, levy, impost, duty, charge or fee; (v) the withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any 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; (vi) the relevant Subordinated Debt Security is presented (where presentation is required) for payment by applicable Laws. If any applicable Law requires or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Subordinated Debt Security to another paying agent; (vii) the deduction or withholding is imposed by reason of any Tax from any such payment (as determined in the good faith discretion Sections 1471-1474 of the IssuerUS Internal Revenue Code and the U.S. Treasury regulations thereunder or any agreement with the U.S. Internal Revenue Service in connection with these sections and regulations (“FATCA”), any Guarantorintergovernmental agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other applicable withholding agent)official guidance enacted in any jurisdiction implementing, then or relating to, FATCA or any intergovernmental agreement, or (viii) any combination of subclauses (i) through (vii) above, nor shall Additional Amounts be paid with respect to the applicable withholding agent shall principal of or any interest or other payment on, the Subordinated Debt Securities to any Holder who is a fiduciary or partnership or any person other than the sole Beneficial Owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a Beneficial Owner who would not have been entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to Amounts, had it been the Additional Amounts)Holder. Whenever in this Subordinated Indenture there is mentioned, the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing in any context, the payment of the principal of or any Taxes so deducted interest or withheld. The Issuer other payments on, or the relevant Guarantor in respect of, any Subordinated Debt Security of any series such mention shall furnish be deemed to the Holder, within sixty (60) days after the date 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 as if express mention of the payment of Additional Amounts (if applicable) were made in any Taxes so deducted or withheld provisions hereof where such express mention is not made, certified copies of Tax receipts evidencing payment by . Upon request from the Issuer Trustee or a Guarantorpaying agent, as the case may be, a copy of any return reporting such payment or other evidence of such payment Company shall provide information reasonably satisfactory necessary and readily available in order to enable to the HolderTrustee or paying agent to determine whether any withholding obligations under FATCA apply. None of the Company, the Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s or paying agent’s compliance with any such withholding obligation under applicable law.

Additional Amounts. 3. All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors (includingCompany, in each case, including any successor entity) under or with respect to thereto, on the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (a) If, unless pursuant to ‎‎Section 2.11, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which the Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses ‎(i) and ‎(ii), a “Relevant Taxing Jurisdiction”); in respect of any payment or delivery under the Notes, the Company shall pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payment or delivery by each beneficial owner of such Notes after such withholding or deduction is required by applicable Laws. If (including any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect to: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that would not have been so imposed but for the existence of any present or former connection between the beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold 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 is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (8) any Taxes imposed under Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended, as of the date of the indenture (or any amended or successor version that is substantively comparable and not materially more onerous) and any regulations promulgated thereunder or official governmental interpretations thereof (collectively, “FATCA”), to the extent that such Taxes would not have been imposed but for the failure by a Holder of Notes to (i) comply with applicable reporting and other requirements under FATCA and/or (ii) provide, upon reasonable demand by the paying agent, and at the time or times prescribed by applicable law, any form, document or certification required under FATCA, which, if provided, would establish that the payments are exempt from withholding under FATCA; (9) any tax, assessment or other governmental charge that would not have been imposed or withheld but for the beneficial owner being a bank (i) purchasing the Notes in the ordinary course of its lending business or (ii) that is neither (A) buying the Notes for investment purposes only nor (B) buying the Notes for resale to a third-party that either is not a bank or holding the Notes for investment purposes only; (10) 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; (11) in the case of any combination of items ‎(1), ‎(2), ‎(3), ‎(4), ‎(5), ‎(6), ‎(7), ‎(8), ‎(9) and ‎(10); or (12) where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses ‎(1) to (11) inclusive of this ‎Section 2.12(b). (b) The Company shall timely pay %4. make any required withholding or deduction and %4. remit the full amount deducted or withheld to the relevant Governmental Authority Relevant Taxing Jurisdiction in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw. The Issuer or the relevant Guarantor Company shall use its commercially reasonable efforts to obtain Tax certified copies of tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheldwithheld from each Relevant Taxing Jurisdiction imposing such Taxes and to the extent received shall use commercially reasonable efforts to provide such certified copies to each holder. The Issuer Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (c) At least 15 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 15th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of such Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (d) References in the Indenture or the relevant Guarantor shall furnish Notes to the Holder, within sixty (60) days after the date the payment of principal, purchase prices in connection with a purchase of the Notes, interest, or any Taxes so deducted other amount payable on or withheld is made, certified copies with respect to such Notes shall be deemed to include payment of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory Additional Amounts pursuant to this ‎Section 2.12 to the Holderextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (e) The obligations provided for in this ‎Section 2.12 shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments and deliveries made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) makes under or with respect to the Convertible Notes or that any other Note Document Subsidiary Guarantor makes under or with respect to its Guarantee shall be made free and clear of, of and without withholding or deduction forfor or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer, the Subsidiary Guarantor or any Surviving Entity is incorporated, organized, engaged in business (where such Tax is imposed by reason of the Issuer, Subsidiary Guarantor, or Surviving Entity being engaged in business) or otherwise resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or the Guarantees (including the jurisdiction of any paying agent) or by or within any department or political subdivision thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Subsidiary Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or any Subsidiary Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or a Guarantee, the Issuer or such Subsidiary Guarantor, as the case may be, shall pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder of the Notes (including Additional Amounts) after such withholding or deduction shall be not less than the amount the Holder would have received if such Taxes had not been required to be withheld or deducted. (b) Neither the Issuer nor any Subsidiary Guarantor shall, however, pay Additional Amounts in respect or on account of, : (i) any Taxes that are imposed or levied by a Relevant Taxing Jurisdiction by reason of a present or future former connection of a Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if the Holder is an estate, a trust, a partnership or a corporation) or a beneficial owner with such Relevant Taxing Jurisdiction (other than the mere receipt or holding of Notes or by reason of the receipt of payments thereunder or the exercise or enforcement of rights under any Notes, Guarantees or this Indenture); (ii) any Taxes that are imposed or levied by reason of the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder (and made at a time which would enable the Holder or beneficial owner acting reasonably to comply with that request), to comply with any certification, identification, information or other reporting requirements which the Holder or such beneficial owner is legally required and legally entitled to satisfy, whether imposed 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 is not resident in the Relevant Taxing Jurisdiction); (iii) any estate, inheritance, gift, sales, transfer or similar Taxes; (iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or Guarantees; (v) any Tax that is imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of such Notes for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, unless whichever 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; (vi) any Tax imposed on or with respect to any payment by the Issuer or any Subsidiary 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 a beneficiary or settlor with respect to such fiduciary, member of such partnership or the beneficial owner of such payment would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (vii) any Tax that is imposed on or with respect to a payment made to 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; (viii) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual and is 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 26–27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) any combination of the above. (c) The Issuer and any Subsidiary Guarantor shall (i) make such withholding or deduction as is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment law and (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay ii) remit the full amount deducted or withheld to the relevant Governmental Authority taxing authority in the Relevant Taxing Jurisdiction in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Holder Notes is due and payable, if the Issuer or any Subsidiary Guarantor shall be increased by obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it shall be promptly thereafter), the Issuer shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts as may shall be payable and the amounts so payable and shall set forth such other information necessary so that after making to enable the Trustee to pay such deduction or withholding (including such deductions and withholdings applicable Additional Amounts to Holders on the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madepayment date. The Issuer shall promptly publish a notice in accordance with the provisions set forth in Section 13.02 stating that such Additional Amounts shall be payable and describing the obligation to pay such amounts. (e) Upon request, the Issuer or the relevant Guarantor Subsidiary Guarantors shall use its reasonable efforts furnish to obtain Tax the Trustee or the Holder copies of tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a the applicable Subsidiary Guarantor in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Issuer or the applicable Subsidiary Guarantor. If notwithstanding the efforts of the Issuer or the Subsidiary Guarantors to obtain such receipts, as the case may besame are not obtainable, a copy of any return reporting the Issuer or the applicable Subsidiary Guarantor shall provide the Trustee or such payment or Holder other evidence of such payment reasonably satisfactory to the HolderTrustee or the Holder of such payments by the Issuer or the applicable Subsidiary Guarantor. (f) In addition, the Issuer and the Subsidiary Guarantors shall pay any present or future stamp, issue, registration, documentation, excise or property taxes or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, delivery or registration of the Notes or any other document or instrument referred to thereunder (other than in respect of the execution, issue, delivery or registration of Notes pursuant to Section 2.06, Section 2.07 or Section 2.10(a)(iv)) and any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes and/or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes, and the Issuer and each Subsidiary Guarantor shall indemnify the Holders for any such taxes paid by such Holders. (g) The obligations under this Section 4.17 shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity or successor person to the Issuer is incorporated, organized, engaged in business or otherwise resident for tax purposes, or any political subdivision or taxing authority thereof or therein. Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference includes the payment of Additional Amounts, if applicable.

Additional Amounts. (a) All payments and deliveries made by or on behalf the Company in respect of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall be made free and clear of, and without deduction or withholding or deduction for, for or on account of, of any present or future Taxestaxes, duties, assessments, or other governmental charges of whatever nature imposed or levied by the authorities of any jurisdiction ("WITHHOLDING TAXES"), unless the Company is compelled by law to deduct or withhold such withholding or deduction is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuertaxes, any Guarantorduties, assessments, or any other applicable withholding agent)governmental charges. In such event, then the applicable withholding agent Company shall be entitled to make such deduction or withholding and shall timely pay withholding, make payment of the full amount so deducted or withheld to the relevant Governmental Authority in accordance with applicable law appropriate governmental authority and if forthwith pay such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so to ensure that the net amounts receivable by the holders of the Notes after making such deduction or withholding (including such deductions and withholdings applicable to shall equal the Additional Amounts), the beneficial owner payment which would have been receivable in respect of the Convertible Notes receives an amount equal to in the sum it would have received had no absence of such deduction or withholding been madewithholding. The Issuer Company shall cause to be delivered, or, in the case of notes held by an institution that is holding the Notes on behalf of a beneficial owner, to use its best efforts to cause the institution to deliver, to the Paying Agent all forms necessary to ensure that a minimal rate of withholding applies to all payments by the Company in respect of the Notes to the holders or beneficial holders of the Notes, such as an IRS Form W-8IMY and any attached IRS Form W-8BEN, or a statement of withholding or allocation, as necessary. Notwithstanding the foregoing, no such Additional Amounts shall be payable: (i) if such Withholding Taxes would not have been imposed but for (A) a present or former connection between the jurisdiction imposing the tax or any political subdivision or taxing authority thereof or therein and the holder or beneficial holder of the relevant Guarantor shall use Note including, without limitation, a connection arising from such holder or beneficial holder having been a citizen, domiciliary, or resident of such jurisdiction or such political subdivision or taxing authority, being organized in such jurisdiction or such political subdivision or taxing authority, or having had a permanent establishment, branch or other fixed place of business therein (but excluding a connection arising solely from such holder or beneficial holder having executed, delivered, performed its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing obligations or received payment under the payment Fiscal Agency Agreement or this Note), or (B) the failure of any Taxes so deducted the holder or withheld. The Issuer or beneficial holder of the relevant Guarantor shall furnish Note to comply with any reasonable certification, identification or other reporting requirement (or such certifications, identifications or reporting proving to be false or incorrect) concerning the Holdernationality, within sixty (60) days after the date the payment residence, identity or connection with such jurisdiction, or any political subdivision or taxing authority thereof or therein, of such holder or beneficial holder, if compliance is required by such jurisdiction, or any Taxes so deducted political subdivision or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer taxing authority thereof or a Guarantortherein, as the case may be, a copy of any return reporting precondition to exemption from such payment deduction or other evidence of such payment reasonably satisfactory to the Holder.withholding; or

Additional Amounts. (a) All payments and deliveries made by or on behalf of the Issuer, the Co-Issuer or any of the Guarantors Guarantor (including, in each case, any successor entitya “Payor”) under or with respect to the Convertible Notes or any other Note Document shall the Guarantees will be made free and clear of, and without deduction or withholding or deduction for, for or on account of, any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed (collectively, “Taxes”) by the United States, the Netherlands, any other jurisdiction in which the Issuer, the Co-Issuer or any Guarantor is then incorporated, organized, engaged in business for tax purposes, or resident for tax purposes, any jurisdiction from or through which any such payment is made by or on behalf of any Payor or any political subdivision or taxing authority thereof or therein (each, a “Relevant Taxing Jurisdiction”), unless such deduction or withholding or deduction is required by applicable Laws. If any applicable Law requires law. (b) In the event such deduction or withholding of Taxes is required with respect to payments under or with respect to the Notes by law of any Tax from any Relevant Taxing Jurisdiction (other than the United States), subject to the limitations described below, the Payors will pay such additional amounts (“Additional Amounts”) as may be necessary in order that every net payment (as determined in received by the good faith discretion beneficial owner of the Issuer, any Guarantor, such Note of principal of or interest or any other applicable withholding agentamount payable on the Notes (including upon redemption), then after deduction or withholding for or on account of such Taxes, will not be less than the applicable withholding agent shall be entitled to make amount that would have been received in respect of such payments in the absence of such deduction or withholding and for or on account of such Taxes. Payment of Additional Amounts shall timely pay the full amount deducted or withheld to the relevant Governmental Authority be made in accordance with the procedures of any applicable law and securities depositary. However, the Payors’ obligation to pay Additional Amounts shall not apply to: (i) any Taxes that would not have been so imposed but for: (A) the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member, partner or shareholder or other equity owner of, or a person having a power over, such Holder or beneficial owner, if such Tax Holder or beneficial owner is an Indemnified Taxestate, then a nominee, a trust, a limited liability company, a partnership, a corporation or other entity) and the sum Relevant Taxing Jurisdiction, including such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, partner or shareholder or other equity owner or person having such a power) being or having been a citizen or resident or treated as a resident of the Relevant Taxing Jurisdiction or being or having been engaged in a trade or business in the Relevant Taxing Jurisdiction or having or having had a permanent establishment in the Relevant Taxing Jurisdiction; (B) the failure of such Holder or beneficial owner to comply with a request to provide any certification, information or other reporting requirement, if compliance is required under tax laws and regulations of Relevant Taxing Jurisdiction to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the requirement to provide an applicable Internal Revenue Service Form W-8 (with any required attachment), or any subsequent version thereof or successor thereto); (ii) [reserved]; (iii) any Taxes that would not have been so imposed but for the presentation by the Holder or beneficial owner of such Note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment of the Note is duly provided for and notice is given to such Holders, whichever occurs later, except to the extent that such Holder shall be increased by or beneficial owner would have been entitled to such Additional Amounts as may be necessary so that after making on presenting such Note on any date during such 30-day period; (iv) any estate, inheritance, gift, sales, transfer, personal property, capital gains, wealth or similar Taxes; (v) any Taxes payable otherwise than by deduction or withholding from a payment on such Note or with respect to any note Guarantee; (including such deductions and withholdings applicable to the Additional Amounts), vi) any Taxes payable by a Holder that is not the beneficial owner of the Convertible Notes receives an amount equal Note, or that is a fiduciary, partnership, limited liability company or other similar entity, but, in each case, only to the sum it extent that a beneficial owner, a beneficiary or settlor with respect to such fiduciary or member or partner of such partnership, limited liability company or similar entity would not have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts entitled to obtain Tax receipts from each Governmental Authority evidencing the payment of an additional amount had such beneficial owner, beneficiary, settlor, member or partner received directly its beneficial or distributive share of the payment; (vii) any Taxes so deducted required to be withheld by any paying agent from any payment on any Note, if such payment can be made without such withholding by at least one other paying agent; (viii) any Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code (or withheldany amended or successor provision that is substantively comparable), any current or future regulations or official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Internal Revenue Code or any fiscal or regulatory legislation, rule or practice adopted pursuant to any intergovernmental agreement, treaty or convention entered into in connection with the implementation of the foregoing; (ix) any Taxes imposed under or in connection with the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021); or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix). (c) For purposes of this Section 2.14, the acquisition, ownership, enforcement, or holding of or the receipt of any payment with respect to a Note will not constitute a connection (x) between the Holder or beneficial owner and the United States or (y) between a fiduciary, settlor, beneficiary, member, partner or shareholder or other equity owner of, or a person having a power over, such Holder or beneficial owner if such Holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States. (d) Any reference in this Indenture or in the Notes to principal or interest or other payment on the Notes shall be deemed to refer also to Additional Amounts that may be payable under the provisions of this Section 2.14. (e) Except as specifically provided under this Section 2.14, the Issuer will not be required to make any payment with respect to any tax, duty, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority of or in the United States, the Netherlands or any other Relevant Taxing Jurisdiction. The Issuer foregoing obligations will survive any termination, defeasance or the relevant Guarantor shall furnish discharge of this indenture and will apply mutatis mutandis to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted jurisdiction in which any successor to a Payor is organized or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer otherwise considered to be a resident for tax purposes or a Guarantor, as the case may be, a copy of any return reporting such payment political subdivision or other evidence of such payment reasonably satisfactory to the Holdertaxing authority or agency thereof or therein.

Additional Amounts. All With respect to any payments and deliveries made by or on the behalf of the Issuer or a Guarantor in respect of the Notes or any Guarantee of the Notes, as applicable, the Issuer or such Guarantor will make all payments of principal of, premium, if any, and interest on (whether on scheduled payment dates or upon acceleration) and the Redemption Price, if any, payable in respect of any Note without deduction or withholding for or on account of any present or future tax, duty, levy, import, assessment or other governmental charge (including penalties, interest and other liabilities related thereto (“Taxes”) imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which the Issuer or such Guarantor is incorporated or organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any political subdivision thereof or taxing authority therein and any jurisdiction through which any payment is made on behalf of the Issuer or any Guarantor (including the jurisdiction of any Paying Agent) (each, a “Taxing Jurisdiction”), upon or as a result of such payments, unless required by law or by the Guarantors official interpretation or administration thereof. To the extent that any such Taxes are so levied or imposed, the Issuer or such Guarantor will pay such additional amounts (including“Additional Amounts”) in order that the net amount received by each Holder (including Additional Amounts), in each caseafter withholding for or on account of such Taxes imposed upon or as a result of such payment, any successor entity) under will not be less than the amount that would have been received had such taxes not been imposed or levied; except that no such Additional Amounts shall be payable with respect to a payment made to a Holder or beneficial owner of a Note: (1) to the Convertible Notes extent that such Taxes would not have been so imposed, levied or assessed but for the existence of some connection between such Holder or beneficial owner of such Note and the Taxing Jurisdiction imposing such Taxes other than the mere holding or enforcement of such Note or receipt of payments thereunder; or (2) to the extent that such Taxes would not have been so imposed, levied or assessed but for the failure of the Holders or beneficial owners of such Note to comply with a reasonable written request by the Issuer (or its agent) to make a valid declaration of non-residence or any other claim or filing for exemption to which it is entitled (but only to the extent it is legally entitled to do so); or (3) that presents such Note Document shall be made free for payment (where presentation is required) more than 30 days after the date on which such payment became due and clear ofpayable or the date on which payment of the Note is duly provided for and notice is given to Holders, and without withholding whichever occurs later, except to the extent that the Holder or deduction for, or beneficial owner of such Note would have been entitled to such Additional Amounts on account of, presenting such Note on any present or future Taxes, unless date during such 30-day period; or (4) where such withholding or deduction is imposed on a payment to or for an individual and is required by applicable Laws. If any applicable Law requires to be made pursuant to Council Directive 2003/48/EC on the deduction or withholding taxation of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, savings income or any other directive or law implementing or complying with, or introduced in order to conform to, such Directive, the ECOFIN Council meeting of 26-27 November 2000 or any other law implementing or complying with any arrangement entered into between the EU member states and certain third countries and territories in connection with such Directive (including, for the avoidance of doubt, any replacement directive or law); or (5) that presents such Note for payment (where presentation is required) by or on behalf of the Holders of such Note to any Paying Agent if such withholding or deduction of such Taxes could have been avoided by presenting such Note to another Paying Agent in a member state of the European Union; (6) in the case of a payment made by or on behalf of a Guarantor organized under the laws of the United States, any state thereof or the District of Columbia, with respect to any United States withholding taxes, so long as the Issuer or such Guarantor (pursuant to Section 1.06 of the Original Indenture) provides reasonable notice regarding potential United States withholding taxes and requests Holders and beneficial owners to provide applicable withholding agent)U.S. tax forms; or (7) any combination of the above. As used herein and for purposes of the Indenture and the Notes, then any reference to the applicable withholding agent principal of and interest on the Notes and the Redemption Price, if any, shall be entitled deemed to make such deduction or withholding and shall timely pay the full amount deducted or withheld include a reference to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such any related Additional Amounts as may be necessary so that after making payable in respect of such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madeamounts. The Issuer will also pay any stamp, registration, excise or property taxes and any other similar levies (including any interest and penalties related thereto) imposed by any Taxing Jurisdiction on the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment execution, delivery, registration or enforcement of any Taxes so deducted of the Notes, the Guarantees, the Indenture or withheld. The Issuer any other document or the relevant Guarantor shall furnish instrument referred to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holdertherein.

Additional Amounts. (a) All payments and deliveries made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Convertible Notes or any other Note Document that the Guarantors make under or with respect to the Guarantees shall be made free and clear of, of and without withholding or deduction forfor or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Issuer or Guarantor is organized, resident or doing business for tax purposes or from or through which any of the foregoing (or its agents, including the Paying Agent) makes any payment on the Notes or by or within any department or political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If an Issuer, Guarantor or other applicable withholding agent 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 the Notes or any Guarantee, such Issuer or Guarantor, as the case may be, shall pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such Taxes had not been withheld or deducted. (b) None of the Issuers or Guarantors shall, however, pay Additional Amounts in respect or on account of: (i) any Taxes, any to the extent such Taxes are imposed or levied by a Relevant Taxing Jurisdiction by reason of the Holder’s or beneficial owner’s present or future former connection with such Relevant Taxing Jurisdiction (other than the mere receipt, ownership, holding or disposition of the Notes, or by reason of the receipt of any payments in respect of any Notes or any Guarantee, or the exercise or enforcement of rights under any Notes or any Guarantee); (ii) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes, following the Issuers’ written request addressed to the Holder or beneficial owner, 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, such 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); (iii) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or any Guarantee; (v) any Tax imposed on or with respect to any payment by any of the Issuers or Guarantors 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 such Taxes would not have been imposed on such payment had such beneficial owner been the holder of such Note; (vi) any Tax that is imposed on or with respect to a payment made to 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, unless 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 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 to an individual and is required to be made pursuant to the European Council Directive 2003/48/EC 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 law implementing or complying with, or introduced in order to conform to, any such Directive; (ix) any U.S. federal withholding Taxes or equivalent thereof imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986 as of the Issue Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder or other official administrative interpretations thereof and any agreements entered into pursuant to current Section 1471(b)(1) of the Internal Revenue Code of 1986 as of the Issue Date (or any amended or successor version described above), and including (for the avoidance of doubt) any intergovernmental agreements (and any law, regulation, rule or practice implementing any such intergovernmental agreement) in respect of the foregoing; or (x) any combination of the foregoing. (c) The Issuers and the Guarantors, if the applicable withholding agent, shall (i) make such withholding or deduction as is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment law and (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay ii) remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Holder Notes or any Guarantee is due and payable, if the Issuers or any Guarantor shall be increased by obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or any Guarantee is due and payable, in which case it will be promptly thereafter), the Issuers shall deliver to the Trustee, with a copy to the Paying Agent, an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as may be is necessary so that after making to enable the Paying Agent to pay such deduction or withholding (including such deductions and withholdings applicable Additional Amounts to the Holders on the payment date. The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuers shall promptly publish a notice in accordance with Section 12.02 stating that such Additional Amounts)Amounts will be payable and describing its obligations to pay such amounts. In addition, the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction Issuers or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy shall pay any present or future stamp, issuance, 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 the Notes or any Guarantee or any other document or instrument referred to thereunder, or (ii) the receipt of any return reporting payments under or with respect to, or enforcement of, the Notes or any Guarantee. Upon written request, any of the Issuers or a Guarantor will furnish to the Trustee or a Holder within a reasonable time certified copies of tax receipts evidencing any payment by such payment Issuer or 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 12.02, in such form as provided in the normal course by the taxing authority imposing such Taxes. If, notwithstanding the efforts of such Issuer or Guarantor to obtain such receipts, the same are not obtainable, such Issuer or Guarantor will provide the Trustee or such Holder with other evidence of such payment reasonably satisfactory to the HolderTrustee or holder of such payments by such Issuer or Guarantor. If requested by the Trustee, the Issuers and (to the extent necessary) any Guarantors will provide to the Trustee such information as may be reasonably available to such Issuer and the Guarantors (and not otherwise in the possession of the Trustee) to enable determination of the amount of any withholding Taxes attributable to any particular Holder(s). (e) Whenever this Indenture or the Notes refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note (including payments thereof made pursuant to a Guarantee), such reference includes the payment of Additional Amounts, if applicable. (f) This Section 4.12 will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any successor Person to any of the Issuers or Guarantors is organized, resident or doing business for tax purposes or any jurisdiction from or through which any such person (or its agents, including the Paying Agent) makes any payment on the Notes (or any Guarantee) and any department, political subdivision or governmental authority of or in any of the foregoing having the power to tax.

Additional Amounts. (a) All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) Company under or with respect to the Convertible Notes or any other Note Document shall Securities will be made free and clear of, of and without withholding or deduction for, for or on account of, of any present of future Taxes imposed or future Taxeslevied by or on behalf of any Taxing Authority within the Netherlands, or within any other jurisdiction in which the Company is organized or engaged in business for tax purposes, unless such withholding or deduction the Company is required to withhold or deduct Taxes by applicable Lawslaw or by the interpretation or administration thereof. If the Company is required to withhold or deduct any applicable Law requires amount for or on account of Taxes imposed by a Taxing Authority within the deduction Netherlands, or withholding of within any Tax other jurisdiction in which the Company is organized or engaged in business for tax purposes, from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, made under or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld with respect to the relevant Governmental Authority in accordance with applicable law and if Securities, the Company will pay such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such additional amounts ("Additional Amounts Amounts") as may be necessary so that after making such deduction or withholding the net amount received by each holder of Securities (including such deductions and withholdings applicable to the Additional Amounts)) after such withholding or deduction will equal the amount the holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to any Tax that would not have been imposed, payable or due (i) but for the existence of any present or former connection between the holder (or the beneficial owner of, or person ultimately entitled to obtain an interest in, such Securities) and the Netherlands or other jurisdiction in which the Company is organized or engaged in business for tax purposes other than the mere holding of the Convertible Notes receives an amount equal Securities; (ii) but for the failure to satisfy any certification, identification or other reporting requirements whether imposed by statute, treaty, regulation or administrative practice, provided that the Company has delivered a request to the sum it would have received had no holder to comply with such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish requirements at least 30 days prior to the Holder, date by which such compliance is required; (iii) if the presentation of Securities (where presentation is required) for payment has occurred within sixty (60) 30 days after the date such payment was due and payable or was duly provided for, whichever is later; or (iv) 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 (excluding the impact of the book-entry procedures described in Section 2.15). In addition, Additional Amounts will not be payable with respect to any Taxes so deducted Tax which is payable otherwise than by withholding from payments of, or withheld is madein respect of principal of, certified copies of Tax receipts evidencing payment by or any interest on, the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holder.Securities. ARTICLE FIVE

Additional Amounts. All With respect to any payments and deliveries made by or on the behalf of the Issuer or a Guarantor in respect of the Notes or any Guarantee of the Notes, as applicable, the Issuer or such Guarantor will make all payments of principal of, premium, if any, and interest on (whether on scheduled payment dates or upon acceleration) and the Redemption Price, if any, payable in respect of any Note without deduction or withholding for or on account of any present or future tax, duty, levy, import, assessment or other governmental charge (including penalties, interest and other liabilities related thereto (“Taxes”) imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which the Issuer or such Guarantor is incorporated or organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any political subdivision thereof or taxing authority therein and any jurisdiction through which any payment is made on behalf of the Issuer or any Guarantor (including the jurisdiction of any Paying Agent) (each, a “Taxing Jurisdiction”), upon or as a result of such payments, unless required by law or by the Guarantors official interpretation or administration thereof. To the extent that any such Taxes are so levied or imposed, the Issuer or such Guarantor will pay such additional amounts (including“Additional Amounts”) in order that the net amount received by each Holder (including Additional Amounts), in each caseafter withholding for or on account of such Taxes imposed upon or as a result of such payment, any successor entity) under will not be less than the amount that would have been received had such taxes not been imposed or levied; except that no such Additional Amounts shall be payable with respect to a payment made to a Holder or beneficial owner of a Note: (1) to the Convertible Notes extent that such Taxes would not have been so imposed, levied or assessed but for the existence of some connection between such Holder or beneficial owner of such Note and the Taxing Jurisdiction imposing such Taxes other than the mere holding or enforcement of such Note or receipt of payments thereunder; or (2) to the extent that such Taxes would not have been so imposed, levied or assessed but for the failure of the Holders or beneficial owners of such Note to comply with a reasonable written request by the Issuer (or its agent) to make a valid declaration of non-residence or any other claim or filing for exemption to which it is entitled (but only to the extent it is legally entitled to do so); or (3) that presents such Note Document shall be made free for payment (where presentation is required) more than 30 days after the date on which such payment became due and clear ofpayable or the date on which payment of the Note is duly provided for and notice is given to Holders, and without withholding whichever occurs later, except to the extent that the Holder or deduction for, or beneficial owner of such Note would have been entitled to such Additional Amounts on account of, presenting such Note on any present or future Taxes, unless date during such 30-day period; or (4) where such withholding or deduction is imposed on a payment to or for an individual and is required to be made pursuant to Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (5) that presents such Note for payment (where presentation is required) by or on behalf of the Holders of such Note to any Paying Agent if such withholding or deduction of such Taxes could have been avoided by presenting such Note to another Paying Agent in a member state of the European Union; (6) in the case of a payment made by or on behalf of a Guarantor organized under the laws of the United States, any state thereof or the District of Columbia, with respect to any United States withholding taxes, so long as the Issuer or such Guarantors (pursuant to Section 1.06 of the Original Indenture) provides reasonable notice regarding potential United States withholding taxes and requests Holders and beneficial owners to provide applicable LawsU.S. tax forms; or (7) any combination of the above. If As used herein and for purposes of the Indenture and the Notes, any applicable Law requires reference to the deduction principal of and interest on the Notes and the Redemption Price, if any, shall be deemed to include a reference to any related Additional Amounts payable in respect of such amounts. The Issuer will also pay any stamp, registration, excise or withholding property taxes and any other similar levies (including any interest and penalties related thereto) imposed by any Taxing Jurisdiction on the execution, delivery, registration or enforcement of any Tax from any such payment (as determined in the good faith discretion of the IssuerNotes, any Guarantorthe Guarantees, the Indenture or any other applicable withholding agent), then the applicable withholding agent shall be entitled document or instrument referred to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holdertherein.

Additional Amounts. (a) All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors Guarantor (including, in each case, any successor entitya “Payor”) under or with respect to the Convertible Notes or any other Note Document shall Guarantee will be made free and clear of, of and without withholding or deduction for, for or on account ofof Taxes imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which such Payor (or its agents) makes any present payment on the Notes or future Taxesany Note Guarantee or any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless such Payor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If a Payor 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 Notes or any Note Guarantee, such Payor, subject to the exceptions set forth in Section 2.5(b), will pay such additional amounts (“Additional Amounts”) as may be necessary such that the net amount received in respect of such payment by each Holder or Beneficial Holder after such withholding or deduction is required by applicable Laws. If any applicable Law requires (including withholding or deduction attributable to Additional Amounts payable hereunder but excluding Taxes on net income) will not be less than the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Beneficial Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding Section 2.5(a), a copy Payor will not, however, pay Additional Amounts to a Holder or Beneficial Holder with respect to any of the following Taxes imposed on or with respect to a Holder or Beneficial Holder or required to be withheld or deducted from a payment to a Holder or Beneficial Holder: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case (i) imposed as a result of such Holder or Beneficial Holder being organized under the laws of, having a business office located in, or being a resident of the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (ii) in the case of a Holder or Beneficial Holder, withholding Taxes imposed on amounts payable to or for the account of such Holder or Beneficial Holder with respect to an applicable interest in an Indenture Obligation pursuant to a law in effect on the date on which such Holder or Beneficial Holder acquires such interest in the Indenture Obligation; (iii) Taxes attributable to such Holder or Beneficial Holder’s failure to comply with a request from the Trustee to provide a tax exemption certificate; (iv) any withholding Taxes imposed under FATCA; (v) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by or on account of any return reporting obligation of the Issuer under this Indenture (i) to a Holder or Beneficial Holder or recipient with which the Payor does not deal at arm’s length (for the purposes of the Tax Act) at the time of making such payment or (ii) in respect of a debt or other evidence obligation to pay an amount to a Holder or Beneficial Holder or recipient with whom the Payor is not dealing at arm’s length (for the purposes of the Tax Act) at the time of such payment reasonably satisfactory (other than where, in the case of the foregoing clauses (i) or (ii), the non- arm’s length relationship arises as a result of such Holder or Beneficial Holder or recipient having become a party to, received or perfected a security interest under or received or enforced any rights under this Indenture or any other Note Document); (vi) any Canadian withholding Taxes imposed under the Tax Act on any amount paid or credited, or deemed as paid or credited, by any Holder or Beneficial Holder or recipient by reason of such Holder or Beneficial Holder or recipient (i) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer or (ii) not dealing at arm’s length (for the purposes of the Tax Act) with a “specified non-resident shareholder” (as defined in subsection 18(5) of the Tax Act) of the Issuer; or (vii) any combination of the foregoing items (i) through (vi). (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th day prior to the date on which such payment is due and payable, in which case it will be promptly thereafter), the Payor will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. (d) The Payors, jointly and severally, will indemnify and hold harmless the Holders and Beneficial Holders and, upon written request of any Holder or Beneficial Holder, reimburse such Holder or Beneficial Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder or Beneficial Holder in connection with payments made under or with respect to the Notes held by such Holder or Beneficial Holder and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this clause (d) shall not extend to Taxes for which the applicable Holder or Beneficial Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (vii) of Section 2.5(b) if the Payor had been required to withhold from such payments or to the extent such Holder or Beneficial Holder received Additional Amounts with respect to such payments. (e) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee or any other document or instrument referred to thereunder and any such taxes, charges or duties imposed by any Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Note Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (f) The obligations described under this Section 2.5 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to any Payor 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. Whenever this Indenture refers to, in any context, the payment of principal, Premium (if any) and interest or any other amount payable under or with respect to any Note, such reference shall include the payment of Additional Amounts or indemnification payments as described in this Section 2.5, if applicable.

Additional Amounts. All payments under and deliveries with respect to the Notes and the Guarantees will be made by or on behalf of the Issuer or any of Issuers and the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed by the United States or any jurisdiction from or through which any payment is made on the Notes or the Guarantees (including the jurisdiction of any Paying Agent), in each case including any political subdivision or taxing authority thereof or therein (a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by applicable Laws(x) the laws (or any regulations or rulings promulgated thereunder) of the Relevant Taxing Jurisdiction or (y) an official written position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in the Relevant Taxing Jurisdiction). If any applicable Law requires such withholding or deduction is required, the Issuers will, subject to the exceptions and limitations set forth below, pay such amounts (“Additional Amounts”) as may be necessary in order that every net payment on such Note (including payment of the principal of, and premium and redemption price, if any, and interest on such Note) by or on behalf of the Issuers and the Guarantors (including by a Paying Agent), after such deduction or withholding withholding, will not be less than the amount provided in such Note to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts will not apply to: (1) any tax, duty, assessment or other governmental charge that would not have been so imposed but for: (i) the existence of any Tax from present or former connection between the relevant Holder or beneficial owner of such Note (or between a fiduciary, settlor or beneficiary of, or a person holding a power over, such Holder, if such Holder is an estate or a trust, or a member or shareholder of such holder, if such Holder is a partnership or corporation) and the Relevant Taxing Authority, including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, person holding a power, member or shareholder) being or having been a citizen or resident of the Relevant Taxing Jurisdiction or treated as a resident thereof for tax purposes or being or having been engaged in a trade or business for tax purposes therein or having or having had a permanent establishment therein; or (ii) such Holder’s or beneficial owner’s past or present status, as applicable (under prior or current law), as a personal holding company, foreign personal holding company, foreign private foundation or other foreign tax exempt organization with respect to the United States, passive foreign investment company, a controlled foreign corporation for U.S. tax purposes that is related to the Issuers directly, indirectly, or constructively through stock ownership, or a corporation that accumulates earnings to avoid U.S. Federal income tax; (2) any estate, inheritance, gift, sales, transfer, wealth or personal property tax or any similar tax, duty, assessment or other governmental charge; (3) any tax, duty, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of the applicable Note for payment more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later; (4) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from the payment on the Note; (5) any tax, duty, assessment or other governmental charge required to be withheld by any Paying Agent from a payment on a Note, if such payment could be made without such withholding by any other Paying Agent; (6) any tax, duty, assessment or other governmental charge that would not have been imposed but for a failure by the Holder or beneficial owner of the Note to comply with (upon receipt of a written request, with reasonable notice, from the Issuers or a Paying Agent addressed to the Holder) applicable certification, information, documentation, identification or other reporting requirements concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of the Holder or a beneficial owner of a Note if such compliance is required by statute or regulation of the Relevant Taxing Jurisdiction or by an applicable tax treaty to which the Relevant Taxing Jurisdiction is a party as determined a precondition to relief or exemption from such tax, duty, assessment or other governmental charge; (7) any tax, duty, assessment or other governmental charge imposed on a Holder or a beneficial owner that actually or constructively owns 10 percent or more of the combined voting power of all classes of the Issuers’ stock or that is a bank receiving interest on an extension of credit made pursuant to a loan agreement entered into in the good faith discretion ordinary course of its trade or business; or (8) any combination of items (1) through (7) of this Section 4.10, nor shall Additional Amounts be paid with respect to a payment on a Note to a Holder or a beneficial owner that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to Additional Amounts (or payment of Additional Amounts would not have been necessary) had such beneficiary, settlor, member or beneficial owner been the Holder. At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises after the 45th 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), if the Issuer will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the Trustee and the Paying Agents an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee and the Paying Agents to pay such Additional Amounts to the holders of such Notes on the payment date. Notwithstanding anything to the contrary in this Section 4.10, the Issuers, the Trustee and any person making payments on behalf of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent Issuers shall be entitled to make such deduction or withholding deduct and withhold as required, and shall timely not be required to pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such any Additional Amounts with respect to any such withholding or deduction imposed on or in respect of any Note, pursuant to Sections 1471 through 1474 of the Code (such Sections commonly referred to as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts“FATCA”), the beneficial owner any treaty, law, regulation or other official guidance enacted by any jurisdiction implementing FATCA, any agreements under Section 1471(b) of the Convertible Notes receives Code, or any law implementing an amount equal intergovernmental approach to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the HolderFATCA.

Additional Amounts. (a) The Company will duly and punctually pay the principal of (and premium, if any) and interest on the Notes in accordance with the terms of the Notes and the Indenture. (b) All payments and deliveries made by or the Company on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall will be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature unless such withholding or deduction is then required by applicable Lawslaw. If The Company hereby further agrees, subject to the limitations and exceptions set forth below, that if any applicable Law requires the deduction or withholding for any present or future taxes, duties, assessments or other governmental charges of (1) the jurisdiction (or any Tax political subdivision or taxing authority thereof or therein) in which the Company is organized or otherwise considered, resident for tax purposes or (2) any jurisdiction from any such or through which payment (as determined in on the good faith discretion of the Issuer, any GuarantorNotes is made, or any other applicable withholding agentpolitical subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), then the applicable withholding agent a “Relevant Taxing Jurisdiction”), shall at any time be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Company under the Notes, the Company will pay to each holder of a Note as additional interest, such additional amounts (“Additional Amounts Amounts”) as may be necessary so in order that the net amounts paid to such holder of such Note, after making such deduction or withholding, shall be equal to the amount such holder would have received in respect of such payment in the absence of such withholding or deduction; provided, however, the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) Any tax, assessment or other governmental charge which would not have been imposed but for (a) 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 Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such deductions Note or enforcement of rights thereunder or the receipt of payments in respect thereof or (b) the presentation of a Note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and withholdings applicable payable or (y) the date on which payment thereof is duly provided for, whichever occurs later (except to the extent that the holder would have been entitled to Additional AmountsAmounts had the Note been presented during such 30 day period); (ii) Any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (iii) 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, Notes; (iv) 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 the Convertible Notes receives an amount equal Note with a request of the Company addressed to the sum it would holder (a) to provide information, documents or other evidence concerning the nationality, residence or identity of the holder or such beneficial owner or (b) to make and deliver any declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any information or reporting requirements, which, in the case of (a) or (b), is required or imposed by a statue, 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; (v) any withholding or deduction imposed on a payment to an individual and required to be made pursuant to the European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 on the taxation of savings income, or any law implementing or complying with, or introduced to conform to, these Directives; (vi) any tax, assessment or other governmental charge that could have received had no such deduction been avoided by the presentation (where presentation is required) by or withholding been made. The Issuer or on behalf of a holder of the relevant Guarantor Note to another Paying Agent in a member state of the European Union; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above; nor shall use its reasonable efforts Additional Amounts be paid with respect to obtain Tax receipts from any payment of the principal of, or any premium or interest on, any Note 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 Taxing 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 Note. (c) At least ten days prior to each Governmental Authority evidencing date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the tenth day prior to such date, in which case it shall be promptly thereafter), if the Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to holders on the payment date. Each such Officer’s Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. (d) If the Company conducts business in any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holderjurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, within sixty (60) days after the date the payment of any Taxes so deducted or withheld as a result, is made, certified copies of Tax receipts evidencing payment required by the Issuer law of such Additional Taxing Jurisdiction to deduct or a Guarantorwithhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes, as the case may be, a copy which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such holders as if references in such provision to taxes included taxes imposed by way of deduction or withholding by any return reporting such payment Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein). (e) The Company will pay any present or future stamp, court or documentary taxes, or any other evidence excise or property taxes (other than net wealth taxes or similar taxes imposed on the holder irrespective of such payment reasonably holder’s investment in the Notes and based on the total net value of the holder’s property), charge or similar levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Notes or any other document or instrument in relation thereto (other than a transfer of the Notes), and the Company will agree to indemnify the holders for any such Taxes paid by such holders. (f) The foregoing obligations will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Company is organized or any political subdivision or taxing authority or agency thereof or therein. Upon request, the Company will provide the Trustee with documentation satisfactory to the HolderTrustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the holders of the Notes upon request.

Additional Amounts. (a) All payments and deliveries made by or on behalf of the Issuer, the Co-Issuer or any of the Guarantors Guarantor (including, in each case, any successor entitya “Payor”) under or with respect to the Convertible Notes or any other Note Document shall the Guarantees will be made free and clear of, and without deduction or withholding or deduction for, for or on account of, any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed (collectively, “Taxes” by the United States, the Netherlands, any other jurisdiction in which the Issuer, the Co-Issuer or any Guarantor is then incorporated, organized, engaged in business for tax purposes, or resident for tax purposes, any jurisdiction from or through which any such payment is made by or on behalf of any Payor or any political subdivision or taxing authority thereof or therein (each, a “Relevant Taxing Jurisdiction”)), unless such deduction or withholding or deduction is required by applicable Laws. If any applicable Law requires law. (b) In the event such deduction or withholding of Taxes is required with respect to payments under or with respect to the Notes by law of any Tax from any Relevant Taxing Jurisdiction (other than the United States), subject to the limitations described below, the Payors will pay such additional amounts (“Additional Amounts”) as may be necessary in order that every net payment (as determined in received by the good faith discretion beneficial owner of the Issuer, any Guarantor, such Note of principal of or interest or any other applicable withholding agentamount payable on the Notes (including upon redemption), then after deduction or withholding for or on account of such Taxes, will not be less than the applicable withholding agent shall be entitled to make amount that would have been received in respect of such payments in the absence of such deduction or withholding and for or on account of such Taxes. Payment of Additional Amounts shall timely pay the full amount deducted or withheld to the relevant Governmental Authority be made in accordance with the procedures of any applicable law and securities depositary. However, the Payors’ obligation to pay Additional Amounts shall not apply to: (i) any Taxes that would not have been so imposed but for: (A) the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member, partner or shareholder or other equity owner of, or a person having a power over, such Holder or beneficial owner, if such Tax Holder or beneficial owner is an Indemnified Taxestate, then a nominee, a trust, a limited liability company, a partnership, a corporation or other entity) and the sum payable Relevant Taxing Jurisdiction, including such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, partner or shareholder or other equity owner or person having such a power) being or having been a citizen or resident or treated as a resident of the Relevant Taxing Jurisdiction or being or having been engaged in a trade or business in the Relevant Taxing Jurisdiction or having or having had a permanent establishment in the Relevant Taxing Jurisdiction; (B) the failure of such Holder or beneficial owner to comply with a request to provide any certification, information or other reporting requirement, if compliance is required under tax laws and regulations of Relevant Taxing Jurisdiction to establish entitlement to a partial or complete exemption from such Taxes (including, but not limited to, the requirement to provide an applicable Internal Revenue Service Form W-8 (with any required attachment), or any subsequent version thereof or successor thereto); (ii) any Taxes imposed by reason of the Holder or beneficial owner: (A) owning or having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of the Issuer’s stock, as described in section 871(h)(3) of the Internal Revenue Code, (B) being a bank receiving interest as described in section 881(c)(3)(A) of the Internal Revenue Code, or (C) being a controlled foreign corporation that is related to the Issuer or any Guarantor by stock ownership for U.S. federal income tax purposes; (iii) any Taxes that would not have been so imposed but for the presentation by the Holder shall be increased by or beneficial owner of such Note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment of the Note is duly provided for and notice is given to such Holders, whichever occurs later, except to the extent that such Holder or beneficial owner would have been entitled to such Additional Amounts as may be necessary so that after making on presenting such Note on any date during such 30-day period; (iv) any estate, inheritance, gift, sales, transfer, personal property, capital gains, wealth or similar Taxes; (v) any Taxes payable otherwise than by deduction or withholding from a payment on such Note or with respect to any note Guarantee; (including such deductions and withholdings applicable to the Additional Amounts), vi) any Taxes payable by a Holder that is not the beneficial owner of the Convertible Notes receives an amount equal Note, or that is a fiduciary, partnership, limited liability company or other similar entity, but, in each case, only to the sum it extent that a beneficial owner, a beneficiary or settlor with respect to such fiduciary or member or partner of such partnership, limited liability company or similar entity would not have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts entitled to obtain Tax receipts from each Governmental Authority evidencing the payment of an additional amount had such beneficial owner, beneficiary, settlor, member or partner received directly its beneficial or distributive share of the payment; (vii) any Taxes so deducted required to be withheld by any paying agent from any payment on any Note, if such payment can be made without such withholding by at least one other paying agent; (viii) any Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code (or withheldany amended or successor provision that is substantively comparable), any current or future regulations or official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Internal Revenue Code or any fiscal or regulatory legislation, rule or practice adopted pursuant to any intergovernmental agreement, treaty or convention entered into in connection with the implementation of the foregoing; (ix) any Taxes imposed under or in connection with the 2021 Dutch Withholding Tax Act (Wet bronbelasting 2021) with respect to a Holder, or, where applicable, a beneficiary of the Notes that is an entity that is related (gelieerd) to the Issuer within the meaning of the 2021 Dutch Withholding Tax Act; or (x) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix). (c) For purposes of this Section 2.14, the acquisition, ownership, enforcement, or holding of or the receipt of any payment with respect to a Note will not constitute a connection (x) between the Holder or beneficial owner and the United States or (y) between a fiduciary, settlor, beneficiary, member, partner or shareholder or other equity owner of, or a person having a power over, such Holder or beneficial owner if such Holder or beneficial owner is an estate, a trust, a limited liability company, a partnership, a corporation or other entity and the United States. (d) Any reference in this Indenture or in the Notes to principal or interest or other payment on the Notes shall be deemed to refer also to Additional Amounts that may be payable under the provisions of this Section 2.14. (e) Except as specifically provided under this Section 2.14, the Issuer will not be required to make any payment with respect to any tax, duty, assessment or other governmental charge imposed by any government or any political subdivision or taxing authority of or in the United States. The Issuer foregoing obligations will survive any termination, defeasance or the relevant Guarantor shall furnish discharge of this indenture and will apply mutatis mutandis to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted jurisdiction in which any successor to a Payor is organized or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer otherwise considered to be a resident for tax purposes or a Guarantor, as the case may be, a copy of any return reporting such payment political subdivision or other evidence of such payment reasonably satisfactory to the Holdertaxing authority or agency thereof or therein.

Additional Amounts. (a) All payments and deliveries made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Company makes under or with respect to the Convertible Notes or any other Note Document that the Guarantors make under or with respect to the Guarantees shall be made free and clear of, of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Company or any Guarantor is incorporated, organized, otherwise resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Company or such withholding or deduction is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Company or a copy Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Company or the Guarantor, as the case may be, shall pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will be not less than the amount the Holder would have received if such Taxes had not been required to be withheld or deducted. (b) Notwithstanding the foregoing, none of the Company or the Guarantors shall pay any Additional Amounts to a Holder or beneficial owner of any return reporting Note to the extent that the Taxes are imposed or levied: (i) by a Relevant Taxing Jurisdiction by reason of the Holder’s or beneficial owner’s present or former connection with such payment Relevant Taxing Jurisdiction (other than the mere receipt or holding of Notes or by reason of the receipt of payments thereunder or the exercise or enforcement of rights under any Notes or this Facility Agreement); or (ii) by reason of the failure of the Holder or beneficial owner of Notes, following the Company’s written request addressed to the Holder to comply with any certification, identification, information or other evidence reporting requirements, 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 is not resident in the Relevant Taxing Jurisdiction); (c) Notwithstanding the provisions of paragraph (a) of this Section 4.12, the Company’s and the Guarantors’ obligations to pay Additional Amounts in respect of Taxes shall not apply with respect to: (i) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (ii) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes; (iii) any Tax imposed on or with respect to any payment by the Company 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 such Holder been the sole beneficial owner of such Note; (iv) any Tax that is imposed on or levied by reason of the presentation (where presentation is required in order to receive payment) of such Notes for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever 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; (v) 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 any law implementing or complying with, or introduced in order to conform to, the European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26–27 November 2000 on the taxation of savings income; or (vi) any Tax that is imposed or levied on or with respect to a payment made to a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Notes to another Agent in a member state of the European Union. (d) In addition, Additional Amounts shall not be payable with respect to any Taxes that are imposed in respect of any combination of the above items. The Company and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant taxing authority in accordance with all applicable laws. (e) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any guarantee is due and payable, if the Company or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or any guarantee is due and payable, in which case it will be promptly thereafter), the Company or such Guarantor shall deliver to the Collateral Agent and Agent an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable such Collateral Agent and Agent to pay such Additional Amounts to the Holders on the payment date. The Company shall promptly publish a notice in accordance with Section 16 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. Upon written request, the Company or the Guarantors shall furnish to a Holder copies of tax receipts evidencing the payment of any Taxes by the Company or the Guarantors in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Company or the Guarantors. If notwithstanding the efforts of the Company or the Guarantors to obtain such receipts, the same are not obtainable, the Company or the Guarantors shall provide such Holder with other evidence reasonably satisfactory to the HolderHolder of such payments by the Company or the Guarantors. In addition, the Company or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court documentation, excise or property taxes or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue or delivery of the Notes, this Facility Agreement or the Security Documents or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes, this Facility Agreement or the Security Documents or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes. (f) The foregoing provisions shall survive any termination, defeasance or discharge of this Facility Agreement and shall apply mutatis mutandis to any jurisdiction in which any successor company is organized or resident for tax purposes or any political subdivisions or taxing authority or agency thereof or therein. (g) Whenever this Facility Agreement refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference 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 pursuant to this Section 4.12.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to this Indenture and the Convertible Notes Notes, including, but not limited to, payments of principal (including, if applicable, the Fundamental Change Repurchase Price), premium, if any, payments of interest, if any, and deliveries of ADSs or any other consideration due on conversion of a Note Document (together with payments of cash for any Fractional ADS or other consideration) upon conversion of the Notes, shall be made free and clear ofwithout withholding, and without withholding deduction or deduction reduction for any other collection at source for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest related thereto) (“applicable taxes”) by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, incorporated, organized or resident or doing business (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein) unless such withholding, deduction or reduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding, deduction or reduction is so required, the Company or any successor to the Company shall pay or deliver to each Holder such additional amounts of cash, ADSs or other consideration, as applicable (“Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of the Notes after such withholding, deduction or reduction (and after deducting any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding, deduction or reduction been required; provided that no Additional Amounts shall be payable: (i) for or on account of: (A) any applicable taxes that would not have been imposed but for: (1) the existence of any present or former connection between the relevant Holder or beneficial owner of such Note and the Relevant Jurisdiction, other than merely acquiring or holding such Note, receiving ADSs (together with the payment of cash for any Fractional ADS) or other consideration upon conversion of such Note or the receipt of payments or the exercise or enforcement of rights thereunder, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having had a permanent establishment therein; (2) 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 (including the Fundamental Change Repurchase Price, if applicable, and any premium payable hereunder) and interest on, such Note 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; (3) the failure of the Holder or beneficial owner to comply with a timely written request from the Company or any successor of the Company, addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation 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 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 withholding Note could not have been presented for payment elsewhere; (B) any estate, inheritance, gift, sale, transfer, personal property or deduction is required by similar applicable Laws. If tax or any excise or similar taxes imposed with respect to a transfer; (C) any applicable Law requires the tax that is payable otherwise than by withholding, deduction or withholding of reduction for any Tax other collection at source from payments or deliveries under or with respect to the Notes; (D) any such payment (as determined in the good faith discretion applicable tax required to be withheld or deducted under Sections 1471 to 1474 of the IssuerCode (or any amended or successor versions of such Sections) (“FATCA”), any Guarantorregulations or other official guidance thereunder, any intergovernmental agreement or agreement pursuant to Section 1471(b)(1) of the Code entered into in connection with FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement; or (E) any combination of applicable withholding agenttaxes referred to in the preceding clauses (A), then (B), (C) or (D); or (ii) with respect to any payment of the applicable withholding agent principal of (including the Fundamental Change Repurchase Price, if applicable, and any premium payable hereunder), and interest on, such Note or the delivery of ADSs (together with payment of cash for any Fractional ADS) upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in 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) If the Company or its successor becomes obligated to pay Additional Amounts with respect to any payment or delivery under or with respect to the Notes, the Company or its successor shall deliver to the Trustee and the Paying Agent, if other than the Trustee, on a date that is at least 30 days prior to the date of that payment or delivery (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or its successor shall notify the Trustee and the Paying Agent promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agent or the Conversion Agent, as the case may be, to pay Additional Amounts to Holders on the relevant payment date. The Trustee and the Paying Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. The Company or its successor shall provide the Trustee and the Paying Agent with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. (c) The Company or its successor shall make such deduction or withholding all withholdings and deductions required by law and shall timely pay remit the full amount deducted or withheld to the relevant Governmental Authority tax authority in accordance with applicable law and if such Tax is an Indemnified Taxlaw. Upon request, then the sum payable Company or its successor shall provide to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts)Trustee an official receipt or, the beneficial owner of the Convertible Notes receives if official receipts are not obtainable, an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority Officers’ Certificate evidencing the payment of any Taxes applicable taxes so deducted or withheld. The Issuer Copies of those receipts or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantorother documentation, as the case may be, a copy shall be made available by the Trustee to the Holders of the Notes upon written request. (d) Any reference in this Indenture or the Notes in any context to the delivery of ADSs (together with payment of cash for any Fractional ADS) or other consideration upon conversion of any return reporting Note or the payment of principal of (including the Fundamental Change Repurchase Price, if applicable) and any premium or interest, if any, on any Note or any other amount payable with respect to such Note, shall be deemed to include payment or other evidence of such payment reasonably satisfactory Additional Amounts to the Holderextent that, in such context, Additional Amounts are, were or would be payable with respect to that amount pursuant to this Section 4.07. (e) Notwithstanding any other provisions, the Company or its successor, the Trustee and the Paying Agent shall be entitled to make any withholding or deduction pursuant to FATCA. (f) If the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Notes, it will deliver to the Trustee official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted. (g) The foregoing obligations shall survive termination or discharge of this Indenture.

Additional Amounts. (a) All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors (includingCompany, in each case, including any successor entity) under or with respect to the Convertible thereto, on any series of Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, unless pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on a series of the Notes, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which the Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i) and (ii), a “Relevant Taxing Jurisdiction”); in respect of any payment or delivery under a series of Notes, the Company shall pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payment or delivery by each beneficial owner of such Notes after such withholding or deduction is required by applicable Laws. If (including any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect to: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that would not have been so imposed but for the existence of any present or former connection between the beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold 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 is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall timely pay (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Governmental Authority Relevant Taxing Jurisdiction in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw. The Issuer or the relevant Guarantor Company shall use its all reasonable efforts to obtain Tax certified copies of tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheldwithheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Issuer Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to a series of Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of such Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the relevant Guarantor shall furnish Notes to the Holder, within sixty (60) days after the date the payment of principal, purchase prices in connection with a purchase of a series of Notes, interest, or any Taxes so deducted other amount payable on or withheld is made, certified copies with respect to such Notes shall be deemed to include payment of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory Additional Amounts pursuant to this Section 2.11 to the Holderextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments and deliveries made The Issuer hereby agrees that any amounts to be paid by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or hereunder with respect to any Note shall be paid without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges whatsoever imposed by or for the Convertible Notes account of the Cayman Islands or any other Note Document shall be made free and clear of, and without withholding political subdivision or deduction fortaxing authority thereof or therein, or on account of, any present or future Taxes, unless such withholding or deduction is required by applicable Laws. If any applicable Law requires the if deduction or withholding of any Tax from such taxes, levies, imposts or charges shall at any time be required by the Cayman Islands or anysuch subdivision or authority thereof or therein, the Issuer will (subject to compliance by the Holder of such payment Note with any relevant administrative requirements) pay such additional amounts (as determined "Additional Amounts") in the good faith discretion respect of the Issuerprincipal amount, any Guarantor, or any other applicable withholding agentpremium (if any), then the applicable withholding agent shall be entitled to make such deduction or withholding Redemption Price, and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority interest (if any), in accordance with applicable law the terms of the Notes and if such Tax is an Indemnified Taxthis Indenture, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so in order that after making the net amounts paid to such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer Holder or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a GuarantorTrustee, as the case may be, after such deduction or withholding, shall equal the respective amounts of principal amount, premium (if any), Redemption Price, and interest (if any), in accordance with the terms of the Notes and this Indenture, as specified in such Notes to which such Holder is entitled; provided, however, that the foregoing shall not apply to: (i) any such tax, levy, impost or charge which would not be payable or due but for the fact that (A) the Holder of such Note (or a copy fiduciary, settlor, beneficiary of, member or shareholder of, such Holder, if such Holder is an estate, trust, partnership or corporation) is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Cayman Islands or such political subdivision or otherwise having some present or former connection with the Cayman Islands other than the holding or ownership of any return reporting such Note or the collection of principal amount, premium (if any), Redemption Price, and interest (if any), in accordance with the terms of the Notes and this Indenture, or the enforcement of such Note or (B) where presentation is required, such Note was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (iii) any tax, levy, impost or charge which is payable otherwise than by withholding from payment of principal amount, premium (if any), Redemption Price, and interest (if any); (iv) any tax, levy, impost or charge which would not have been imposed but for the failure to comply with certification, information, documentation or other evidence reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the Holder or beneficial owner of such payment reasonably satisfactory Note, if such compliance is required by statute or by regulation as a precondition to relief or exemption from such tax, levy, impost or charge; (v) any combination of (i) through (iv); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Note to the Holderextentthat a beneficiary or settlor with respect to such fiduciary, or a member or such partnership or a beneficial owner thereof would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of the Note."

Additional Amounts. (a) All payments and deliveries made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) makes under or with respect to the Convertible Notes or any other Note Document that the Guarantors make under or with respect to the Guarantees shall be made free and clear of, of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall pay additional amounts in cash (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay no Additional Amounts to a Holder or beneficial owner of any Note: (i) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or the Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, 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 is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to, such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated of October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding law and shall timely pay remit the full amount of Taxes so deducted or withheld to the relevant Governmental Taxing Authority in accordance with all applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaws. The Issuer or and the relevant Guarantor Guarantors shall use its make reasonable best efforts to obtain Tax certified copies of tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheldwithheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer or and the relevant Guarantor Guarantors shall furnish provide to the HolderTrustee, within sixty (60) days a reasonable time after the date the payment of any Taxes so deducted or withheld is madedue pursuant to applicable law, either a certified copies copy of Tax tax receipts evidencing such payment or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (c) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer shall deliver to the Trustee and Paying Agent an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable such Trustee and Paying Agent to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a copy result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (d) The foregoing provisions shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (e) Whenever the Indenture or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to Section 4.12 of the Indenture. (f) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders and, upon written request of any return reporting Holder, reimburse such payment Holder for the amount of (i) any Taxes levied or other evidence of imposed by a Relevant Taxing Jurisdiction and payable by such payment reasonably satisfactory Holder in connection with payments made under or with respect to the HolderNotes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (f) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) Company under or with respect to the Convertible Notes or any other Note Document shall Securities will be made free and clear of, of and without withholding or deduction for, for or on account of, of any present of future Taxes imposed or future Taxeslevied by or on behalf of any Taxing Authority within the Netherlands, or within any other jurisdiction in which the Company is organized or engaged in business for tax purposes, unless such withholding or deduction the Company is required to withhold or deduct Taxes by applicable Lawslaw or by the interpretation or administration thereof. If the Company is required to withhold or deduct any applicable Law requires amount for or on account of Taxes imposed by a Taxing Authority within the deduction Netherlands, or withholding of within any Tax other jurisdiction in which the Company is organized or engaged in business for tax purposes, from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, made under or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld with respect to the relevant Governmental Authority in accordance with applicable law and if Securities, the Company will pay such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such additional amounts ("Additional Amounts Amounts") as may be necessary so that after making such deduction or withholding the net amount received by each holder of Securities (including such deductions and withholdings applicable to the Additional Amounts)) after such withholding or deduction will equal the amount the holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to any Tax that would not have been imposed, payable or due (i) but for the existence of any present or former connection between the holder (or the beneficial owner of, or person ultimately entitled to obtain an interest in, such Securities) and the Netherlands or other jurisdiction in which the Company is organized or engaged in business for tax purposes other than the mere holding of the Convertible Notes receives an amount equal Securities; (ii) but for the failure to satisfy any certification, identification or other reporting requirements whether imposed by statute, treaty, regulation or administrative practice, provided that the Company has delivered a request to the sum it would have received had no holder to comply with such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish requirements at least 30 days prior to the Holder, date by which such compliance is required; (iii) if the presentation of Securities (where presentation is required) for payment has occurred within sixty (60) 30 days after the date such payment was due and payable or was duly provided for, whichever is later; or (iv) 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 (excluding the impact of the book-entry procedures described in Section 2.15). In addition, Additional Amounts will not be payable with respect to any Taxes so deducted Tax which is payable otherwise than by withholding from payments of, or withheld is madein respect of principal of, certified copies of Tax receipts evidencing payment by or any interest on, the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the HolderSecurities.

Additional Amounts. All If the Note Certificate(s) provide for the payment of Additional Amounts, the Trust agrees to pay to the Holder of any such Note Additional Amounts as provided in the Note Certificate(s). Whenever in the Indenture there is mentioned, in any context, the payment of the principal of, or interest or premium on, or in respect of, any Note or the net proceeds received on the sale or exchange of any Note, such reference shall be deemed to include reference to the payment of Additional Amounts provided by the terms established by the Indenture or pursuant to the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express reference to the payment of Additional Amounts in any provision of the Indenture shall not be construed as excluding Additional Amounts in those provisions hereof where such express reference is not made. If the Note Certificate(s) provide for the payment of Additional Amounts, the Note Certificate will provide that the Trust will pay, or cause to be paid, Additional Amounts to a Holder of Notes to compensate for any withholding or deduction for or on account of any present or future taxes, duties, levies, assessments or governmental charges of whatever nature imposed or levied on payments and deliveries made on the Notes by or on behalf of any governmental authority in the Issuer or any United States having the power to tax, so that the net amount received by the Holder of the Guarantors (includingNotes, in each case, any successor entity) under or with respect after giving effect to the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by applicable Laws. If any applicable Law requires deduction, whether or not currently payable, will equal the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have been received had under the Notes were no such deduction or withholding required; provided that no such Additional Amounts shall be required for or on account of: (a) any tax, duty, levy, assessment or other governmental charge imposed which would not have been made. The Issuer imposed but for a Holder or beneficial owner of one or more of the relevant Guarantor shall use its reasonable efforts Notes, (i) having any present or former connection with the United States, including, without limitation, being or having been a citizen or resident thereof, or having been present, having been incorporated in, having engaged in a trade or business or having (or having had) a permanent establishment or principal office therein, (ii) being a controlled foreign corporation within the meaning of Section 957(a) of the Code related (within the meaning of Section 864(d)(4) of the Code) to obtain Tax receipts from each Governmental Authority evidencing the payment Funding Agreement Provider, (iii) being a bank for United States Federal income tax purposes whose receipt of interest on the Notes is described in Section 881(c)(3)(A) of the Code, (iv) being an actual or constructive owner of 10 percent or more of the total combined voting power of all classes of stock of the Funding Agreement Provider entitled to vote within the meaning of Section 871(h)(3) of the Code and Treasury Regulations promulgated thereunder or (v) being subject to backup withholding as of the date of the purchase by the Holder of the Notes; (b) any tax, duty, levy, assessment or other governmental charge which would not have been imposed but for the presentation of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty Note (60where presentation is required) for payment on a date more than 30 days after the date on which such payment becomes due and payable or the date on which payment of is duly provided for, whichever occurs later; (c) any Taxes so deducted tax, duty, levy, assessment or other governmental charge which is imposed or withheld solely by reason of the failure of the beneficial owner or a Holder of Notes to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the beneficial owner or a Holder of Notes, if compliance is maderequired by statute, certified copies by regulation of Tax receipts evidencing payment the United States Treasury Department, judicial or administrative interpretation, other law or by an applicable income tax treaty to which the United States is a party as a condition to exemption from such tax, duty, levy, assessment or other governmental charge; (d) any inheritance, gift, estate, personal property, sales, transfer or similar tax, duty, levy, assessment, or similar governmental charge; (e) any tax, duty, levy, assessment or other governmental charge that is payable otherwise than by withholding from payments in respect of the Notes; (f) any tax, duty, levy, assessment or other governmental charge imposed by reason of payments on the Notes being treated as contingent interest described in Section 871(h)(4) of the Code for United States Federal income tax purposes provided that such treatment was described in the Pricing Supplement; (g) any tax, duty, levy, assessment or other governmental charge that would not have been imposed but for an election by the Issuer Holder of the Notes, the effect of which is to make payment in respect of the Notes subject to United States Federal income tax or a Guarantorwithholding tax provisions; or (h) any combination of items (a), as the case may be(b), a copy of any return reporting such payment (c), (d), (e), (f) or other evidence of such payment reasonably satisfactory to the Holder(g) above.

Additional Amounts. All payments and deliveries made by If provided in or on behalf of pursuant to the Issuer or any of the Guarantors (including, in each case, any successor entity) under or related Series Authorization with respect to Securities of any series, all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Convertible Notes Securities of such series or any other Note Document Coupon appertaining thereto shall be made free and clear of, and without withholding or deduction at source for, or on account of, any present or future Taxestaxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the jurisdiction in which the Company is then organized (each, a “taxing jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required by applicable Laws. If any applicable Law requires required, the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the IssuerCompany shall, any Guarantorsubject to certain limitations and exceptions set forth below, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by of any such Security or any Coupon appertaining thereto such Additional Amounts as may be necessary so that every net payment of principal, premium, if any, interest or any other amount made to such Holder, after making such deduction withholding or withholding deduction, shall not be less than the amount provided for in such Security, any Coupons appertaining thereto and this Indenture to be then due and payable; provided, however, that the Company shall not be required to make payment of such Additional Amounts for or on account of: (including 1) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such deductions and withholdings applicable to the Additional Amounts)Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the beneficial owner relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the Convertible Notes receives an amount equal to the sum it would have received had no mere ownership of, or receipt of payment under, such deduction or withholding been made. The Issuer or Security; (B) presented such Security for payment in the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment of any Taxes so deducted elsewhere; or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60C) presented such Security more than thirty (30) days after the date on which the payment in respect of such Security 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 Security for payment on any day within such period of thirty (30) days; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (3) 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 such Security to comply with any reasonable request by the Company addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any 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 relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of items (1), (2) and (3); nor shall Additional Amounts be paid with respect to any payment of the principal of, or premium, if any, interest or any other amounts on, any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary 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 the Security. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any Taxes so deducted premium, interest or withheld any other amounts on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the related Series Authorization of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), certified copies and at least 10 days prior to each date of Tax receipts evidencing payment by of principal or interest if there has been any change with respect to the Issuer matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or a GuarantorPaying Agents, as if other than the case may beTrustee, a copy an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto without withholding for or on account of any return reporting such payment tax, fee, duty, assessment or other evidence governmental charge described in this Section 10.4. If any such withholding shall be required, then such Officers’ Certificate shall specify by taxing jurisdiction the amount, if any, required to be withheld on such payments to such Holders of such payment reasonably satisfactory Securities or Coupons, and the Company agrees to pay to the HolderTrustee or such Paying Agent the Additional Amounts required by this Section 10.4. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.4.

Additional Amounts. All payments and deliveries made by or on behalf ‌ (1) any Taxes that would not have been so imposed but for the existence of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxesformer connection between the relevant Holder or beneficial owner (or between a fiduciary, unless such withholding settlor, beneficiary, member, partner or deduction shareholder of, the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is required by applicable Laws. If any applicable Law requires an estate, nominee, trust, limited liability company, partnership or corporation) and the deduction or withholding Relevant Taxing Jurisdiction (other than the receipt of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment acquisition or ownership of such Note or enforcement of rights thereunder); (2) any estate, inheritance, gift, sales, excise, transfer or personal property tax; (3) any Taxes so deducted which are imposed, payable or withheld. The Issuer or due because the relevant Guarantor shall furnish to the Holder, within sixty Notes are presented (60where presentation is required) for payment more than thirty (30) days after the date such payment was due and payable or was provided for, whichever is later, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment on the last day of such 30-day period; (4) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of a Note to comply, at our written request, with certification, identification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection of the Holder or such beneficial owner with the Relevant Taxing Jurisdiction or to make, at our written request, any other claim or filing for exemption to which it is entitled if (a) such compliance, making a claim or filing for exemption is required or imposed by a statute, treaty or regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such Taxes, (b) the Payor has given the Holder or the beneficial owner at least thirty (30) days’ notice that the Holder or beneficial owner will be required to provide such certification, identification, documentation or other reporting requirement, and (c) the provision of any certification, identification, information, documentation or other reporting requirement would not be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note than comparable information or other reporting requirements imposed under U.S. tax law, regulations and administrative practice (such as U.S. Internal Revenue Service Forms W-8BEN-E and W-9); (5) any withholding or deduction that is required to be made pursuant to the Luxembourg law of 23 December 2005, as amended; (6) any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment which could have been avoided by the Issuer or a Guarantor, as presentation (where presentation is required) of the case may be, a copy relevant Note to another reasonably available paying agent of the Payor in any return reporting such payment or other evidence member state of such payment reasonably satisfactory to the HolderEuropean Union; or (7) any combination of the above.

Additional Amounts. All (a) The Company will make all payments of cash or deliveries of Ordinary Shares, Reference Property or otherwise (whether upon conversion, repurchase, redemption, maturity or otherwise) on account of the Securities without withholding or deducting on account of any present or future tax, duty, levy, impost, assessment or other governmental charge in the nature of a tax (including, without limitation, penalties, interest and deliveries made other additions thereto) (a “Tax”) imposed or levied by or on behalf of the Issuer government of any jurisdiction in which the Company, or any of entity that assumes the Guarantors Company’s rights and obligations under the Securities (includinga “Surviving Person”) is or is deemed to be organized, in each case, any successor entity) under resident or with respect to the Convertible Notes doing business for tax purposes (or any other Note Document shall be made free and clear ofpolitical subdivision or taxing authority thereof or therein) (each, and without withholding or deduction for, or on account of, any present or future Taxesa “Relevant Jurisdiction”), unless such withholding or deduction is required by applicable Lawslaw, rule, regulation or governmental policy having the force of law. If such withholding or deduction is required, the Company or the Surviving Person, as the case may be, shall make such withholding or deduction and pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount of cash, Ordinary Shares or Reference Property, as applicable, received by each Holder of Securities after the withholding or deduction (including with respect to Additional Amounts) will not be less than the amount of cash, Ordinary Shares or Reference Property, as applicable, the Holder would have received if the Relevant Jurisdiction Taxes had not been withheld or deducted. Notwithstanding the foregoing, no Additional Amounts will be payable: (i) for or on account of any applicable Law requires Taxes imposed by reason of the failure of the relevant Holder or beneficial owner of Securities to comply with a timely request from the Company or any successor to provide certification, information, documents or other evidence concerning such Xxxxxx’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that such Holder is legally eligible to comply with such request and such certification, information, documents or other evidence is required by statute, treaty, regulation or administrative practice of the Relevant Jurisdiction in order to reduce or eliminate any withholding or deduction; (ii) for or on account of any Taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner of Securities (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation) and the taxing jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Security or the enforcement of any rights in respect of such Security or the receipt of any payment in respect thereof; (iii) for or on account of any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iv) for or on account of any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Securities; (v) on account of a presentation of such Security (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, and interest on, such Security, or the delivery of Ordinary Shares or other Reference Property upon conversion of such Security, became due and payable pursuant to the terms thereof or was duly provided for; (vi) for or on account of any Tax from any such payment (as determined in the good faith discretion Relevant Jurisdiction Taxes required by sections 1471 through 1474 of the IssuerUnited States Internal Revenue Code of 1986, as amended (“FATCA”), any Guarantorcurrent or future U.S. Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any other applicable withholding agentagreement with the U.S. Internal Revenue Service under FATCA; (vii) for or on account of any Taxes after any Redemption Date with respect to which a Holder has made an election under Section 14.03; or (viii) any combination of clauses (i) through (vii) above, (the “Excluded Taxes”), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay . (b) The Company will remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such law. Additional Amounts will be paid in the same manner as may be necessary so that after making such deduction the payments or withholding (including such deductions and withholdings deliveries being made on the applicable to Interest Payment Date, on the Additional Amounts)Maturity Date, the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction on a Conversion Date, on a Redemption Date or withholding been madeon any Fundamental Change Repurchase Date. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing Whenever in this Indenture there is mentioned, in any context, the payment of principal amount and interest or any Taxes so deducted other amount payable under, or withheld. The Issuer or the relevant Guarantor shall furnish to the Holderwith respect to, within sixty (60) days after the date any Security, including the payment of any Taxes so deducted cash and/or the delivery of Ordinary Shares or withheld is madeReference Property, certified copies such mention shall be deemed to include mention of Tax receipts evidencing the payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory Additional Amounts provided for in this Section 4.07 to the Holderextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (c) Neither the Trustee nor any Securities Agent shall have any duties or obligations with respect to the determination of Additional Amounts. (d) Anything in this Indenture to the contrary notwithstanding, the covenants and provisions of this Section 4.07 shall survive any termination or discharge of this Indenture, and the repayment of all or any of the Securities, and shall remain in full force and effect.

Additional Amounts. All payments and deliveries 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 Convertible Notes under the Indenture or pursuant to any other Note Document shall Guarantee must be made free and clear of, of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of (1) the United States, Germany, Luxembourg, the United Kingdom or any political subdivision or governmental authority thereof or therein having the power to tax, (2) any jurisdiction from or through which payment on the Notes or any Note Guarantee is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the payor is organized or otherwise considered to be a resident or engaged in business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each a “Relevant Taxing Jurisdiction”), collectively, “Taxes, ,” unless such withholding or deduction is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, Guarantor or any other applicable withholding agent)agent is required to withhold or deduct Taxes by law or by the interpretation or administration thereof by the relevant government authority or agency provided, then however, that in determining what withholding is required by law for U.S. federal income and withholding tax purposes, the Issuer, a Guarantor or other applicable withholding agent shall be entitled to treat any payments on or in respect of the Notes or any Note Guarantee as if the Notes or any Note Guarantee were issued by a U.S. person as defined in section 7701(a)(30) of the Code. If the Issuer, any Guarantor or other applicable withholding agent 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 Notes or any Note Guarantee, the Issuer or such Guarantor, as the case may be, will be required to pay such amount — “Additional Amounts” — as may be necessary so that the net amount (including Additional Amounts) received by each Holder after such withholding or deduction (including any withholding or deduction on such Additional Amounts) will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to payments made to any Holder or beneficial owner to the extent such Taxes are imposed by reason of (i) such Holder or beneficial owner being considered to be or to have been connected with a Relevant Taxing Jurisdiction, otherwise than by the acquisition, ownership, holding or disposition of the Notes, the enforcement of rights under the Notes or under any Note Guarantee or the receipt of payments in respect of the Notes or any Note Guarantee, or (ii) such Holder or beneficial owner not completing any procedural formalities that it is legally eligible to complete and are necessary for the Issuer, a Guarantor or other applicable withholding agent to make or obtain authorization to make payments without such Taxes (including, without limitation, providing prior to the receipt of any payment on or in respect of a Note or any Note Guarantee, a complete, correct and executed IRS Form W-8 or W-9 or successor form, as applicable, with all appropriate attachments); provided, however, that for purposes of this obligation to pay Additional Amounts, the Issuer, a Guarantor or other applicable withholding agent shall be entitled, for U.S. federal income and withholding tax purposes, to treat any payments on or in respect of the Notes as if the Notes were issued by a U.S. person as defined in section 7701(a)(30) of the Code. Further, no Additional Amounts shall be payable with respect to (i) any Tax imposed by the United States or any political subdivision or governmental authority thereof or therein on interest by reason of any Holder or beneficial owner holding or owning, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote or (ii) any Tax imposed by the United States or any political subdivision or governmental authority thereof or therein on interest by reason of any Holder or beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the Code with respect to the Issuer or any Guarantor. The Issuer or Guarantor (as applicable) required to withhold any Taxes will make such withholding or deduction or withholding and shall timely pay remit the full amount deducted or withheld to the relevant Governmental Authority authority as and when required in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw. The Issuer or the relevant Guarantor shall (as applicable) will use its all reasonable efforts to obtain Tax certified copies of tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The by the Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60as applicable) days after the date the payment of any Taxes so deducted or withheld is made, from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to the Trustee. Wherever in the Indenture or the Notes or any Note Guarantee there are mentioned, in any context, (1) the payment of Tax receipts evidencing principal, (2) purchase prices in connection with a purchase of Notes under the Indenture or the Notes, (3) interest or (4) any other amount payable on or with respect to any of the Notes or any Note Guarantee, such reference shall be deemed to include payment by of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Issuer will pay any present stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other liabilities related thereto) which arise in Luxembourg or any political subdivision thereof or therein, from the execution, delivery and registration of Notes upon original issuance and initial resale of the Notes or any other document or instrument referred to therein or in connection with the enforcement of the Notes or any Note Guarantee or any other document or instrument referred to herein or therein. If at any time the Issuer changes its place of organization to outside of Luxembourg or there is a new issuer organized outside of Luxembourg, the Issuer or a Guarantornew issuer, as the case may beapplicable, a copy of will pay any return reporting such payment stamp, court or documentary taxes, or any other excise, property or similar taxes, charges or levies (including any penalties, interest or other evidence liabilities related thereto) which arise in the jurisdiction in which the Issuer or new issuer is organized (or any political subdivision thereof or therein) and are payable by the Holders of the Notes in respect of the Notes or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such payment reasonably satisfactory change. The foregoing obligations will survive any termination, defeasance or discharge of the Indenture. References in this section (“Additional Amounts”) to the HolderIssuer or any Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors surviving entity described under Section 5.01 hereof (including, in each case, any successor entitythe “Surviving Person”) under or with respect to (including any principal of, and premium (if any) and interest on) the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (“Taxes”) imposed or levied by or within any jurisdiction in which the Issuer or the Surviving Person is organized, resident or doing business for tax purposes or any jurisdiction from or through which payment is made (including the jurisdiction of any Paying Agent), or, in each case, any political subdivision or taxing authority thereof or therein (each, as applicable, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. (b) In the event that any such withholding or deduction is so required, the Issuer or the Surviving Person, as the case may be, shall make such withholding or deduction, make payment of the amount so withheld or deducted to the appropriate governmental authority as required by applicable Laws. If law and pay such additional amounts (“Additional Amounts”) as shall result in receipt of such amounts that would have been received had no such withholding or deduction been required, provided that no Additional Amounts shall be payable with respect to any applicable Law requires Note: (1) for or on account of: (A) any Taxes that would not have been imposed but for: (i) the deduction or withholding existence of any present or former connection between the Holder or Beneficial Owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possession of power over, such Holder or Beneficial Owner, if such Holder or Beneficial Owner is an estate, a trust, a partnership, or a corporation) of such Note, as the case may be, and the Relevant Jurisdiction, including without limitation, such Holder or Beneficial Owner being or having been a citizen, domiciliary or resident of such Relevant Jurisdiction, being or having been treated as a resident of such Relevant Jurisdiction, being or having been present or engaged in a trade or business in such Relevant Jurisdiction or having or having had a permanent establishment in such Relevant Jurisdiction, other than any connection arising from the mere receipt, ownership, holding or disposition of the Notes or the receipt of payments thereunder or merely by reason of the exercise or enforcement of rights under any Notes; (ii) the presentation of such Note (where presentation is required) more than 30 days after the later of the date on which the payment of the principal of, premium (if any) or 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 or Beneficial Owner of such Note to comply with a timely request of the Issuer or the Surviving Person addressed to such Holder or Beneficial Owner to provide information or other evidence concerning such Holder’s or Beneficial Owner’s nationality, residence, identity or connection with the Relevant Jurisdiction; or (iv) the presentation of any Note for payment 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; (B) any estate, inheritance, gift, sales, transfer, capital gains, personal property or similar Tax or any excise Tax imposed on the transfer of Notes; (C) any Taxes that are payable other than by withholding or deduction from payments of principal of, or premium (if any) or interest on the Note; (D) any tax, duty, assessment or other governmental charge which is required to be deducted or withheld under Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, or any amended or successor versions of such Sections (“FATCA”), any regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or (E) any combination of Taxes referred to in the preceding clauses (A), (B), (C) and (D); or (2) with respect to any payment of the principal of, or premium (if any) or interest on, such Note to or for the account of a fiduciary, partnership, limited liability company or other fiscally transparent entity or any other person (other than the sole Beneficial Owner of such payment) to the extent that a beneficiary or settlor with respect to that fiduciary, or a partner or member of that partnership or an interest Holder in that limited liability company or fiscally transparent entity or a Beneficial Owner with respect to such other person, as the case may be, would not have been entitled to such Additional Amounts had such beneficiary, settlor, partner, member, interest Holder or Beneficial Owner held directly the Note with respect to which such payment was made. (as determined in c) In addition to the good faith discretion of foregoing, the IssuerIssuer and the Surviving Person shall pay and indemnify the Holder for any present or future stamp, any Guarantorissue, registration, court, property or documentary taxes, or any other applicable withholding agentexcise or property taxes, charges or similar levies or taxes (including without limitation, interest and penalties with respect thereto) levied by any Relevant 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 on the receipt of any payments with respect thereto (limited, solely in the case of taxes attributable to the receipt of any payments with respect thereto, to any such taxes imposed in a Relevant Jurisdiction that are not excluded under Sections 4.09(b)(1)(A) thorough (C) hereof (or any combination thereof) or Section 4.09(b)(2) hereof and excluding, for the avoidance of doubt, any net income taxes imposed on the receipt of any payments with respect thereto). (d) If the Issuer or the Surviving Person, then as the applicable withholding agent case may be, becomes aware that it shall be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer or the Surviving Person, 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, or the Issuer or the Surviving Person becomes aware of such obligation, after the 30th day prior to that payment date, in which case the Issuer or the Surviving Person, as the case may be, shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts shall be payable and the amount estimated to be payable. The Officer’s Certificate must 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 make rely solely on such deduction or withholding Officer’s Certificate as conclusive proof that such payments are necessary and shall timely pay not be responsible for the calculation of any Additional Amounts. Upon request, the Issuer or the Surviving Person shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. (e) The Issuer or the Surviving Person shall make all withholdings and deductions required by law and shall remit the full amount deducted or withheld to the relevant Governmental Authority tax authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw. The Issuer or the relevant Guarantor Surviving Person shall use its reasonable efforts provide to obtain Tax the Trustee an official receipt or, if official receipts from each Governmental Authority are not obtainable, other documentation reasonably satisfactory to the Trustee evidencing the payment of any Taxes so deducted or withheld. The Issuer or Upon request, the relevant Guarantor Trustee shall furnish make available to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified Holders copies of Tax those receipts evidencing payment by the Issuer or a Guarantorother documentation, as the case may be, a copy . The Trustee shall not be responsible for ensuring that the withholding and deduction of any return reporting amount has been properly made. (f) Whenever there is mentioned in any context the payment of principal of, and any premium or interest on, any Note, such mention shall be deemed to include payment or other evidence of such payment reasonably satisfactory Additional Amounts provided for in this Indenture to the Holderextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (g) The obligations set forth in this Section 4.09 shall survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or Beneficial Owner of its Notes, and shall apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer is organized, resident or doing business for tax purposes or any jurisdiction from or through which payment is made.

Additional Amounts. All payments and deliveries made by or on behalf amounts of the Issuer or any of the Guarantors (includingprincipal, in each casepremium, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall be made free and clear ofif any, and interest, if any, on any series of Subordinated Debt Securities will be paid by the Company without deduction or withholding or deduction for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or future Taxeswithholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “U.K. Taxing Jurisdiction”), unless such deduction or withholding or deduction is required by applicable Lawslaw. If Unless otherwise specified in any applicable Law requires Board Resolution, or an Officer’s Certificate, establishing the terms of Subordinated Debt Securities of a series in accordance with ‎Section 3.01, if deduction or withholding of any Tax from such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the U.K. Taxing Jurisdiction, the Company will pay such payment additional amounts with respect to interest and any redemption premium, if any, on any series of Subordinated Debt Securities (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such “Additional Amounts Amounts”) as may be necessary so in order that the net amounts paid to the Holders of Subordinated Debt Securities of the particular series, after making such deduction or withholding (including withholding, shall equal the amounts of such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it payments which would have received been payable in respect of such Subordinated Debt Securities had no such deduction or withholding been made. The Issuer required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable or due but for the fact that: (i) the Holder or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing beneficial owner of the Subordinated Debt Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the U.K. Taxing Jurisdiction or otherwise has some connection with the U.K. Taxing Jurisdiction other than the mere holding or ownership of a Subordinated Debt Security, or the collection of the payment on any Subordinated Debt Security of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to series, (ii) except in the Holdercase of a winding-up of the Company in the United Kingdom, within sixty the relevant Subordinated Debt Security is presented (60where presentation is required) for payment in the United Kingdom, (iii) the relevant Subordinated Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the Subordinated Debt Security for payment at the close of such 30 day period, (iv) the Holder or the beneficial owner of the relevant Subordinated Debt Security or the payment on such Subordinated Debt Security failed to comply with a request by the Company or its liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the U.K. Taxing Jurisdiction as a precondition to exemption or relief from all or part of such deduction or withholding, (v) the withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any 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, (vi) the withholding or deduction is required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any agreement with the U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such an intergovernmental agreement, (vii) the relevant Subordinated Debt Security is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the relevant Subordinated Debt Security to another paying agent in a Member State of the European Union, or (viii) any combination of subclauses ‎(i) through ‎(vii) above, nor shall Additional Amounts be paid with respect to a payment on the Subordinated Debt Securities to any Holder who is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the U.K. Taxing 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 a beneficial owner who would not have been entitled to such Additional Amounts, had it been the Holder. Whenever in this Subordinated Debt Securities Indenture there is mentioned, in the context of any Subordinated Debt Security, the payment of the principal, premium, if any, or interest, if any, on, or in respect of, any Taxes so deducted or withheld is madeSubordinated Debt Security, certified copies such mention shall be deemed to include mention of Tax receipts evidencing the payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory Additional Amounts provided for in this Section to the Holderextent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

Additional Amounts. All Except to the extent required by any applicable law, regulation law, regulation or governmental policy, any and all payments and deliveries made by of, or on behalf in respect of the Issuer Loan, this Agreement, the Notes, any Loan Document or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Secured Note Document shall 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, 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 which the Comxxxx xx 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, unless 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 is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment and (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay ii) remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law and if law, and, in any such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts)case, the beneficial owner of Lender is required to furnish under the Convertible Notes receives Indenture to each Holder on whose behalf an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes was so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holderremitted, within sixty (60) 30 calendar days after the date the payment of any Panamanian Taxes, Bahamian Taxes, MI Taxes so deducted or withheld Other Taxes is madedue pursuant to applicable law, certified copies of Tax tax receipts evidencing such payment by the Issuer Lender, the Company or a Guarantorthe Subsidiary Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such holder for the case may beamount of (i) any Panamanian Taxes, Bahamian Taxes, MI Taxes or Other Taxes so levied or imposed and paid by such Holder as a copy result of payments made under or with respect to any return reporting 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 other evidence of such payment reasonably satisfactory with respect to the HolderSecured 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. (a) All payments and deliveries made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Convertible Notes or any other Note Document that the Guarantors make under or with respect to the Guarantees shall be made free and clear of, of and without withholding or deduction forfor or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Issuer or Guarantor is organized, resident or doing business for tax purposes or from or through which any of the foregoing (or its agents, including the Paying Agent) makes any payment on the Notes or by or within any department, political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If an Issuer, Guarantor or other applicable withholding agent 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 the Notes or any Guarantee, such Issuer or Guarantor, as the case may be, shall pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such Taxes had not been withheld or deducted. (b) None of the Issuers or Guarantors shall, however, pay Additional Amounts in respect or on account of: (i) any Taxes, any to the extent such Taxes are imposed or levied by a Relevant Taxing Jurisdiction by reason of the Holder’s or beneficial owner’s present or future former connection with such Relevant Taxing Jurisdiction (other than the mere receipt, ownership, holding or disposition of the Notes, or by reason of the receipt of any payments in respect of any Notes or any Guarantee, or the exercise or enforcement of rights under any Notes or any Guarantee); (ii) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes, following the Issuers’ written request addressed to the Holder or beneficial owner, 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, such 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); (iii) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or any Guarantee; (v) any Tax imposed on or with respect to any payment by any of the Issuers or Guarantors 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 such Taxes would not have been imposed on such payment had such beneficial owner been the holder of such Note; (vi) any Tax that is imposed on or with respect to a payment made to 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, unless 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 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 to an individual and is required to be made pursuant to the European Council Directive 2003/48/EC, as amended or supplemented from time to time, including through European Council Directive 2014/48/EC 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 law implementing or complying with, or introduced in order to conform to, any such Directive; (ix) any U.S. federal withholding Taxes or equivalent thereof imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986 as of the Issue Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder or other official administrative interpretations thereof and any agreements entered into pursuant to current Section 1471(b)(1) of the Internal Revenue Code of 1986 as of the Issue Date (or any amended or successor version described above), and including (for the avoidance of doubt) any intergovernmental agreements (and any law, regulation, rule or practice implementing any such intergovernmental agreement) in respect of the foregoing; or (x) any combination of the foregoing. (c) The Issuers and the Guarantors, if the applicable withholding agent, shall (i) make such withholding or deduction as is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment law and (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay ii) remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Holder Notes or any Guarantee is due and payable, if the Issuers or any Guarantor shall be increased by obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or any Guarantee is due and payable, in which case it will be promptly thereafter), the Issuers shall deliver to the Trustee, with a copy to the Paying Agent, an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as may be is necessary so that after making to enable the Paying Agent to pay such deduction or withholding (including such deductions and withholdings applicable Additional Amounts to the Holders on the payment date. The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuers shall promptly publish a notice in accordance with Section 12.02 stating that such Additional Amounts)Amounts will be payable and describing the obligation to pay such amounts. In addition, the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction Issuers or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy shall pay any present or future stamp, issuance, 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 the Notes or any Guarantee or any other document or instrument referred to thereunder, or (ii) the receipt of any return reporting payments under or with respect to, or enforcement of, the Notes or any Guarantee. Upon written request, any of the Issuers or a Guarantor will furnish to the Trustee or a Holder within a reasonable time certified copies of tax receipts evidencing any payment by such payment Issuer or 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 12.02, in such form as provided in the normal course by the taxing authority imposing such Taxes. If, notwithstanding the efforts of such Issuer or Guarantor to obtain such receipts, the same are not obtainable, such Issuer or Guarantor will provide the Trustee or such Holder with other evidence of such payment reasonably satisfactory to the HolderTrustee or holder of such payments by such Issuer or Guarantor. If requested by the Trustee, the Issuers and (to the extent necessary) any Guarantors will provide to the Trustee such information as may be reasonably available to such Issuer and the Guarantors (and not otherwise in the possession of the Trustee) to enable determination of the amount of any withholding Taxes attributable to any particular Holder(s). (e) Whenever this Indenture or the Notes refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note (including payments thereof made pursuant to a Guarantee), such reference includes the payment of Additional Amounts, if applicable. (f) This Section 4.12 will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any successor Person to any of the Issuers or Guarantors is organized, resident or doing business for tax purposes or any jurisdiction from or through which any such person (or its agents, including the Paying Agent) makes any payment on the Notes (or any Guarantee) and any department, political subdivision or governmental authority of or in any of the foregoing having the power to tax.

Additional Amounts. All payments and deliveries made by by, or on behalf of of, the Issuer or any of the Guarantors (including, in each case, any successor entity) Company under or with respect to the Convertible Notes or Notes, including, but not limited to, payments of principal (including, if applicable, any other Note Document Redemption Price) and payments of interest, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature, unless such withholding or deduction is required by applicable Lawslaw. If In the event that any applicable Law requires such taxes, duties, assessments or governmental charges imposed or levied by or within any jurisdiction in which the deduction Company or withholding of any Tax successor is, for tax purposes, organized or resident or doing business or through which any payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any such payment (as determined in payments made by the good faith discretion Company or its Paying Agent with respect to the Notes, the Company shall pay to the holder, of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by Notes such Additional Amounts (the “Additional Amounts”) as may be necessary so to ensure that the net amount received by the beneficial owner after making such withholding or deduction (and after deducting any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, that no Additional Amounts shall be payable: (a) for or on account of: (i) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (A) the existence of any present or former connection between the holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction, other than merely holding or enforcing rights under such Note or the receipt of payments or deliveries thereunder; (B) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of (I) the date on which the payment of the principal of (including the Redemption Price, if applicable) and interest on such Note became due and payable pursuant to the terms thereof or (II) the date on which such payment was made or duly provided for, except to the extent that the holder or beneficial owner of such Note would have been entitled to such Additional Amounts on presenting such Note for payment on the last date of such period of 30 days; or (C) the failure of the holder or beneficial owner to comply with a timely request from the Company, addressed to the holder, to provide certification, information, documents or other evidence concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such holder or beneficial owner; (ii) any estate, inheritance, gift, value added, use, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under or with respect to the Notes; (iv) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Code or any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States of America and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the IRS under FATCA; (v) any tax, assessment or other governmental charge imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a holder or beneficial owner who would have been able to avoid such tax, assessment or governmental charge by presenting the relevant Note to, or otherwise accepting payment or delivery from, another paying agent or conversion agent; or (vi) any combination of taxes referred to in the preceding clauses (i), (ii), (iii), (iv) or (v); or (b) with respect to any payment of the principal of (including the Redemption Price, if applicable) and interest on such Note, if the holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment or delivery to the extent that such payment or delivery would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the holder thereof. (c) The payment of principal of (including the Redemption Price, if applicable) or the payment of interest on any Note or other amount payable with respect to such Note shall be deemed to include payment of Additional Amounts provided for in the Indenture to the extent that Additional Amounts are, were or would be payable in respect thereof. (d) If the Company is required to make any deduction or withholding (including such deductions and withholdings applicable from any payments or deliveries with respect to the Additional Amounts)Notes pursuant to this Section 1.10 herein, the beneficial owner Company shall deliver to the Trustee and the holders official tax receipts evidencing the remittance to the relevant tax authorities of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction amounts so withheld or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holderdeducted.

Additional Amounts. All payments Unless otherwise specified in any Board Resolution or Officers’ Certificate, as applicable, establishing the terms of Securities of a series in accordance with Section 2.07, all amounts of principal, and deliveries made interest, if any, on any series of Securities will be paid by or on behalf of the Issuer without deducting or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, or on account of, any and all present and future taxes, levies, duties, assessments, imposts or future Taxesother governmental charges of whatsoever imposed, unless such withholding assessed, levied or deduction is required collected by applicable Laws. If or for the account of the United Kingdom or any applicable Law requires the political subdivision or taxing authority thereof or therein or if deduction or withholding of any Tax from such taxes, levies, imposts or other governmental charges shall at any time be required by applicable law or regulation of the United Kingdom or any such payment subdivision or authority, the Issuer will (as determined subject to what follows) pay such additional amounts in the good faith discretion respect of the Issuerprincipal, any Guarantorinterest, or any other applicable withholding agent)if any, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts sinking fund payments as may be necessary so in order that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), net amounts received by the beneficial owner Holders of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer Securities or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a GuarantorTrustee under this Indenture, as the case may be, pursuant to the Securities, after such deduction or withholding, shall equal the respective amounts of principal, interest, if any, and sinking fund payments, as specified in the Securities, to which such Holders or the Trustee would be entitled had such deduction or withholding not been so imposed, assessed, levied or collected; provided, however, that the foregoing shall not apply to (i) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that the Holder of the relevant Security (or a copy 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) is or has been a domiciliary, national or resident of, or engaging or having been engaged in a trade or business or maintaining or having maintained a permanent establishment or being or having been physically present in, the United Kingdom or any return political subdivision or taxing authority thereof or therein or otherwise having or having had some connection with the United Kingdom or any political subdivision or taxing authority thereof or therein other than the holding or ownership of a Security, or the collection of principal of, and interest, if any, on, or the enforcement of, a Security, (ii) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Security was presented more than 30 days after the date on which such payment became due or was provided for, whichever is later, (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, levy, impost or other governmental charge, (iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or in respect of the relevant Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied, collected or withheld but for the failure to comply with any request addressed to the Holder for certification, identification or other information reporting concerning the nationality, residence, identity or connection with the United Kingdom or any political subdivision or taxing authority thereof or therein of the Holder or beneficial owner of the relevant Security, if compliance is required by treaty or by statute, regulation or administrative practice of the United Kingdom or any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge (which such Holder or beneficial owner is legally entitled to provide), (vi) any present or future tax, levy, impost or other governmental charge which a Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom which has been requested of such Holder and which it is legally entitled to provide (vii) any present or future tax, levy, impost or other governmental charge imposed by the United States of America or any political subdivision or taxing authority thereof or therein, (viii) any present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or other evidence Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to the additional amounts or would not have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of such Security; or (ix) any combination of items (i) through (viii) above. At least 30 days prior to each date on which any payment reasonably satisfactory under or with respect to any debt securities is due and payable (unless such obligation to pay additional amounts arises after the 30th day prior to the Holderdate on which payment under or with respect to the debt securities is due and payable, in which case it will be promptly thereafter), if we will be obligated to pay additional amounts with respect to such payment, we will deliver to the Trustee an Officers’ Certificate stating that such additional amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the trustee to pay such additional amounts to the holders of such debt securities on the payment date.

Additional Amounts. All payments and deliveries made in respect of the Notes or any Guarantee by or on behalf of the Issuer Issuer, any Guarantor, or any of the Guarantors successor thereto (includingeach, in each case, any successor entitya “Payor”) under or with respect to the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, levies, duties, imposts, assessments or other governmental charges, including any interest, additions to tax and penalties related thereto (collectively, “Taxes”), unless such withholding or deduction is required by applicable Lawslaw. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any GuarantorPayor, or any other applicable withholding agent, is required to withhold or deduct any amount in respect of any payment made in respect of the Notes or any Guarantee with respect to any Tax imposed by or on behalf of any jurisdiction in which any Payor is, at any time, organized, resident or doing business for tax purposes, or any jurisdiction from or through which any Payor or any paying agent (on behalf of any Payor) makes any payments on the Notes or any Guarantee, or, in each case, any governmental authority or political subdivision thereof or therein having the power to tax (each, a “Relevant Tax Jurisdiction”), then the Payor will, subject to the exceptions and limitations set forth below, pay such additional amounts (“Additional Amounts”) as are necessary so that the net payment received by a beneficial owner of the Notes (including any Additional Amounts), after withholding or deduction for any Taxes of any Relevant Tax Jurisdiction (including in respect of any Additional Amounts) will equal the amount such beneficial owner would have received in respect of such payment had no such withholding or deduction been required. A Payor’s obligation to pay Additional Amounts shall not apply: (a) to any Taxes that are imposed by reason of the holder (or the beneficial owner for whose benefit such holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (i) being or having been engaged in a trade or business in the Relevant Tax Jurisdiction or having or having had a permanent establishment in the Relevant Tax Jurisdiction; or (ii) having any other current or former connection with the Relevant Tax Jurisdiction (other than a connection arising solely as a result of the acquisition, ownership or disposition of the Notes or a beneficial interest therein, the receipt of any payment in respect of a Note or any Guarantee or the enforcement of any rights hereunder or thereunder), including being or having been a citizen or resident of the Relevant Tax Jurisdiction; (b) to any Taxes that are imposed or withheld because the holder or beneficial owner failed to accurately comply with a request from a Payor to meet certification, identification or information or other reporting requirements concerning the nationality, residence or identity of the holder or beneficial owner of the Notes or otherwise establish any available exemption from or reduction in the rate of deduction or withholding of, such Taxes (if such holder or beneficial owner is legally eligible to satisfy such requirements, exemptions or reductions), in each case, if compliance with such action is required as a precondition to exemption from, or reduction in, such Tax by a Relevant Tax Jurisdiction; (c) to any Taxes that are imposed other than by withholding or deduction by a Payor or other applicable withholding agent in respect of a payment with respect to the Notes or any Guarantee; (d) to any estate, inheritance, gift, sales, transfer, wealth or similar Taxes; (e) to any Taxes that are imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant amount 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); (f) [reserved]; (g) to any Tax 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) of the Code (or any amended or successor version described above), or any intergovernmental agreements, treaties, conventions or similar agreements (and any related laws, regulations or administrative guidance) implementing the foregoing; (h) to any Taxes that are imposed on or with respect to any payment by or on behalf of the Issuer or any 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 to the extent that, had the sole beneficial owner of such Note been the holder and had such Taxes been imposed on the sole beneficial owner, no Additional Amounts in respect of such Taxes would have been payable as a result of clauses (a)-(g) or (i) of this Section 4.19; or (i) to any combination of the above items (the foregoing Taxes described in clauses (a)-(i), “Excluded Taxes”). At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 35th day prior to the date on which such payment is due and payable, in which case it will be promptly thereafter), the Payor will deliver to the Trustee an officers’ certificate of the Issuer stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee (or the applicable paying agent) to pay such Additional Amounts to holders on the payment date. The applicable Payor, if it is the applicable withholding agent shall be entitled to agent, will make such any required withholding or deduction or withholding and shall timely pay remit the full amount deducted or withheld to the relevant Governmental Authority Relevant Tax Jurisdiction in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw. The Issuer will provide the Trustees (and, upon request, any holders or beneficial owners of the relevant Guarantor shall use its reasonable efforts to obtain Tax Notes) with official receipts from each Governmental Authority or other documentation evidencing the payment of any the Taxes so deducted or withheldwith respect to which Additional Amounts are paid. The Issuer and the Guarantors will pay and indemnify each holder of Notes for any present or future stamp, court, issue, registration or documentary Taxes or any other excise, property or similar Taxes that are levied by any Relevant Tax Jurisdiction from the execution, delivery, enforcement or registration of the Notes (other than in respect of a transfer of a Note, to someone other than the Issuer or its Affiliates, that occurs after the sale of such Note to an investor pursuant to the offering of the Notes), the Guarantees, this Indenture or any other document or instrument in relation thereof, or the relevant Guarantor shall furnish receipt of any payments with respect to the HolderNotes or any Guarantee (limited, within sixty solely in the case of Taxes attributable to the receipt of any payments with respect thereto, to any such Taxes levied by a Relevant Tax Jurisdiction that are not excluded under clauses (60a), (b) days after the date and (d) through (h) or any combination thereof). Whenever in this Indenture there is mentioned in any context: the payment of principal, redemption prices or purchase prices in connection with a redemption or purchase of Notes, interest, or any Taxes so deducted other amount payable with respect to any of the Notes or withheld is madeany Guarantee, certified copies such reference shall be deemed to include payment of Tax receipts evidencing payment by the Issuer or a Guarantor, Additional Amounts as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory described under this Section 4.19 to the Holderextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The obligations described under this Section 4.19 will survive any termination, defeasance or discharge of this Indenture, and any transfer by a holder or beneficial owner of its Notes and will apply mutatis mutandis to any successor Person, to any Payor 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. All payments and deliveries made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) makes under or with respect to the Convertible Notes or any other Note Document shall be made free and clear of, of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which the Issuer is organized, resident or doing business for tax purposes or from or through which it (or its agents, including the Paying Agent) makes any payment on this Note or by or within any department, political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such withholding the Issuer or deduction is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of a copy Relevant Taxing Jurisdiction from any payment made under or with respect to this Note, the Issuer shall pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction in respect of any return reporting Additional Amounts) will not be less than the amount the beneficial owner would have received if such payment Taxes had not been withheld or other evidence of such payment reasonably satisfactory to the Holder.deducted. The Issuer shall not, however, pay Additional Amounts in respect or on account of:

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to the Convertible Notes or Note, including payments of principal, payments of interest and payments of cash and/or deliveries of ADSs (together with payments of cash for any other Note Document fractional ADS) upon conversion of the Note, shall be made free and clear of, and from any restriction or condition without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident or doing business (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by applicable Lawslaw or by regulation or governmental policy having the force of law. If any applicable Law requires In the deduction or withholding of any Tax from event that any such payment (as determined in withholding or deduction is so required, the good faith discretion of the Issuer, any Guarantor, Company or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld successor to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable Company shall pay to the Holder shall be increased by holder such additional amounts (“Additional Amounts Amounts”) as may be necessary so to ensure that the net amount received by the holder after making such withholding or deduction (and after deducting any taxes on the Additional Amounts) will equal the amounts that would have been received by such holder had no such withholding or deduction been required; provided that no Additional Amounts shall be payable for or on account of (i) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) the existence of any present or former connection between the holder of the 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; 32 ny-2522610.14A (2) the failure of the holder 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 the holder’s or nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation 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 (3) the presentation of the 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; (ii) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; or (iii) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under or with respect to the Note. (b) If the Company or its successor is required to make any deduction or withholding (including such deductions and withholdings applicable from any payments or deliveries with respect to the Additional Amounts)Note, it shall deliver to the beneficial owner holder official tax receipts evidencing the remittance to the relevant tax authorities of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction amounts so withheld or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holderdeducted.

Additional Amounts. (a) All payments and deliveries made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Convertible Notes or any other Note Document that the Guarantors make under or with respect to the Guarantees shall be made free and clear of, of and without withholding or deduction forfor or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Issuer or Guarantor is organized, resident or doing business for tax purposes or from or through which any of the foregoing (or its agents, including the Paying Agent) makes any payment on the Notes or by or within any department, political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If either Issuer, a Guarantor or other applicable withholding agent 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 the Notes or any Guarantee, such Issuer or Guarantor, as the case may be, shall pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such Taxes had not been withheld or deducted. (b) None of the Issuers or Guarantors shall, however, pay Additional Amounts in respect or on account of: (i) any Taxes, any to the extent such Taxes are imposed or levied by a Relevant Taxing Jurisdiction by reason of the Holder’s or beneficial owner’s present or future former connection with such Relevant Taxing Jurisdiction (other than the mere receipt, ownership, holding or disposition of the Notes, or by reason of the receipt of any payments in respect of any Notes or any Guarantee, or the exercise or enforcement of rights under any Notes or any Guarantee); (ii) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes, following the Issuers’ written request addressed to the Holder or beneficial owner, 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, such 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); (iii) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes, unless ; (iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or any Guarantee; ​ ​ (v) any Tax imposed on or with respect to any payment by any of the Issuers or Guarantors 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 such Taxes would not have been imposed on such payment had such beneficial owner been the holder of such Note; (vi) any Tax that is imposed on or with respect to a payment made to 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 or the United Kingdom; (vii) 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 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 U.S. federal withholding Taxes or equivalent thereof imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986 as of the Issue Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder or other official administrative interpretations thereof and any agreements entered into pursuant to current Section 1471(b)(1) of the Internal Revenue Code of 1986 as of the Issue Date (or any amended or successor version described above), and including (for the avoidance of doubt) any intergovernmental agreements (and any law, regulation, rule or practice implementing any such intergovernmental agreement) in respect of the foregoing; or (ix) any combination of the foregoing. (c) The Issuers and the Guarantors, if the applicable withholding agents, shall (i) make such withholding or deduction as is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment law and (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay ii) remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Holder Notes or any Guarantee is due and payable, if the Issuers or any Guarantor shall be increased by obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or any Guarantee is due and payable, in which case it will be promptly thereafter), the Issuers shall deliver to the Trustee, with a copy to the Paying Agent, an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as may be is necessary so that after making to enable the Paying Agent to pay such deduction or withholding (including such deductions and withholdings applicable 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 Issuers shall promptly publish a notice in accordance with Section 12.02 stating that such Additional Amounts)Amounts will be payable and describing the obligation to pay such amounts. In addition, the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction Issuers or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy shall pay any present or future stamp, issuance, 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 the Notes or any Guarantee or any other document or instrument referred to thereunder, or (ii) the receipt of any return reporting payments under or with respect to, or enforcement of, the Notes or any Guarantee. ​ ​ Upon written request, any of the Issuers or a Guarantor will furnish to the Trustee or a Holder within a reasonable time certified copies of tax receipts evidencing any payment by such payment Issuer or 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 12.02, in such form as provided in the normal course by the taxing authority imposing such Taxes. If, notwithstanding the efforts of such Issuer or Guarantor to obtain such receipts, the same are not obtainable, such Issuer or Guarantor will provide the Trustee or such Holder with other evidence of such payment reasonably satisfactory to the HolderTrustee or holder of such payments by such Issuer or Guarantor. If requested by the Trustee, the Issuers and (to the extent necessary) any Guarantors will provide to the Trustee such information as may be reasonably available to such Issuer and the Guarantors (and not otherwise in the possession of the Trustee) to enable determination of the amount of any withholding Taxes attributable to any particular Holder(s). (e) Whenever this Indenture or the Notes refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note (including payments thereof made pursuant to a Guarantee), such reference includes the payment of Additional Amounts, if applicable. (f) This Section 4.12 will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any successor Person to any of the Issuers or Guarantors is organized, resident or doing business for tax purposes or any jurisdiction from or through which any such person (or its agents, including the Paying Agent) makes any payment on the Notes (or any Guarantee) and any department, political subdivision or governmental authority of or in any of the foregoing having the power to tax.

Additional Amounts. All (a) Subject to Clause 4.1(b), all payments made by each Guarantor under or with respect to this Guarantee will be made free and deliveries made clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment, or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of any government or political subdivision or territory or possession of any government or authority or Agency therein or thereof having the Issuer power to tax (each, a “Taxing Authority”) within the jurisdiction in which the relevant Guarantor is resident for tax purposes or Luxembourg (or any of Qualifying Jurisdiction in which the Guarantors (including, in each case, Lender or any successor entitythereto is resident for tax purposes), unless the relevant Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. For the avoidance of doubt, this Clause 4.1 shall not apply to any Taxes on income payable by the Lender. (b) If at any time a Guarantor is required to withhold or deduct any amount for or on account of Taxes imposed or levied by or on behalf of any Taxing Authority within the jurisdiction in which the relevant Guarantor is resident for tax purposes or Luxembourg (or any Qualifying Jurisdiction in which the Lender or any successor thereto is resident for tax purposes) from any payment made under or with respect to the Convertible Notes or any Guarantee, that Guarantor, failing which the other Note Document shall Guarantors, shall, on the due date for such payment, pay such additional amounts (“Additional Amounts”) as may be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxes, unless necessary so that the net amount received by the Lender (including Additional Amounts) in U.S. dollars after such withholding or deduction is required will not be less than the amount the Lender would have received if such Taxes had not been withheld or deducted and free from liability in respect of such withholding or deduction; provided, however, that for the avoidance of doubt, such Additional Amounts shall not be payable with respect to any Taxes on income payable by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment Lender. (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to c) Each Guarantor will also: (i) make such deduction withholding or withholding and shall timely pay deduction; and (ii) remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law and if law. (d) If the Lender pays any amount in respect of such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Taxes in respect of which Additional Amounts as may be necessary so that after making such deduction or withholding are payable (including such deductions without prejudice to, and withholdings applicable to duplication of, the Additional Amountsprovisions of Clause 4.3 (Tax Indemnity)), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the each relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing reimburse the Lender in U.S. dollars for such payment on demand. (e) Whenever this Guarantee mentions, in any context, the payment of amounts based upon the principal or premium, if any, interest or of any Taxes so deducted other amount payable under or withheld. The Issuer with respect to the Loan or the relevant Guarantor shall furnish to the HolderGuarantee, within sixty (60) days after the date the this includes, without duplication, payment of any Additional Amounts and Tax Indemnity Amounts that may be applicable. The foregoing provisions shall apply, modified as necessary, to any Taxes so deducted imposed or withheld is made, certified copies levied by any Taxing Authority in any jurisdiction in which any Guarantor or any successor of Tax receipts evidencing payment by the Issuer Borrower or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the HolderGuarantor is organised.

Additional Amounts. All payments and deliveries made by or on behalf of the Issuer or any of Company, the Guarantors or a successor of either of them (includingeach a “Payor”) on the Senior Notes in respect of interest, in each case, any successor entitypremium (if any) under or with respect to the Convertible Notes or any other Note Document and principal shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, unless or on account of, any Taxes imposed or levied by or on behalf of: (1) any jurisdiction from or through which payment on the Senior Notes or the applicable Guarantee is made in respect of interest, premium or principal, or any political subdivision or governmental authority thereof or therein having the power to tax; or (2) any other jurisdiction in which a Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (1) and (2), a “Relevant Taxing Jurisdiction”), shall at any time be required from any payments made with respect to the Senior Notes in respect of interest, premium or principal, the Payor shall pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each beneficial owner of the Senior Notes or the Guarantee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts shall be payable with respect to: (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member, shareholder or other holder of equity interests of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust, partnership, limited liability company, corporation or other entity) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such note or enforcement of rights thereunder or under the Guarantee or the receipt of payments in respect thereof; (2) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable Laws. If law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold 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 is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by the Payor or any applicable Law requires the deduction other person through whom payment may be made that a declaration of non-residence or withholding of other claim or filing for exemption is required to be made); (3) any Tax from any such note presented for payment (as determined in where presentation is required) more than 30 days after the good faith discretion relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the note been presented during such 30 day period); (4) any Taxes that are payable otherwise than by withholding from a payment of the Issuerprincipal of, premium, if any, or interest, on the Senior Notes or under the Guarantee; (5) any Guarantorestate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (6) any withholding or deduction imposed on a payment to an individual or residual entities that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings (the “EU Savings Directive”), European Council Directive 2014/48/EU amending the EU Savings Directive (“Amending EU Savings Directive”), or any other applicable directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, the EU Savings Directive and the Amending EU Savings Directive; (7) any Taxes which could have been avoided by the presentation (where presentation is required) of the relevant note to another Paying Agent in a member state of the European Union; or (8) any withholding agent)or deduction required pursuant to an agreement described in Section 1471(b) of the Code, then or otherwise imposed pursuant to Sections 1471 through 1474 of the applicable withholding agent Code, any regulations or agreements thereunder, any official interpretations thereof, or any treaty, law, regulation or other official guidance in any other jurisdiction implementing an intergovernmental approach thereto. Such Additional Amounts shall also not be payable where, had the beneficial owner of the note been the Holder of the note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive above. The Payor shall (i) make such any required withholding or deduction or withholding and shall timely pay (ii) remit the full amount deducted or withheld to the relevant Governmental Authority Relevant Taxing Jurisdiction in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw. The Issuer or the relevant Guarantor Payor shall use its all reasonable efforts to obtain Tax certified copies of tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheldwithheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each Holder. The Issuer Payor shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Senior Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Senior Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of the Senior Notes upon request and shall be made available at the offices of the Paying Agent. At least 30 days prior to each date on which any payment under or with respect to the Senior Notes or the relevant Guarantor Guarantee is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall furnish be promptly thereafter), if the Payor shall be obligated to pay Additional Amounts with respect to such payment, the Payor shall deliver to the HolderTrustee an Officers’ Certificate stating the fact that such Additional Amounts shall be payable, within sixty (60) days after the date amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Each such Officer’s Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. If the Payor conducts business in any Taxes so deducted or withheld jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, is made, certified copies of Tax receipts evidencing payment required by the Issuer law of such Additional Taxing Jurisdiction to deduct or a Guarantorwithhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Senior Notes or the Guarantee, as the case may be, which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such Holders or beneficial owners as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or governmental authority therein). Wherever in the Indenture, the Senior Notes or the Guarantee there are mentioned, in any context: (1) the payment of principal or premium (if any), (2) purchase prices in connection with a copy purchase of Senior Notes, (3) interest, or (4) any other amount payable on or with respect to the Senior Notes or the Guarantee, such reference shall be deemed to include payment of Additional Amounts as described under this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor shall pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of any return reporting such payment Senior Notes or any other evidence document or instrument referred to therein (other than a transfer of such payment reasonably satisfactory the Senior Notes), or the receipt of any payments with respect to the HolderSenior Notes or the Guarantee, excluding any such taxes, charges’ or similar levies imposed by any jurisdiction other than a Relevant Taxing Jurisdiction, other than those resulting from, or required to be paid in connection with, the enforcement of the Senior Notes, the Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Senior Notes. The foregoing obligations shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or otherwise considered a resident for tax purposes or any political subdivision or governmental authority or agency thereof or therein.

Additional Amounts. All (a) If the Company converts to, consolidates with, merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another Person pursuant to Section 11.01, and the Successor Company is not organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by by, or on behalf of of, the Issuer or any of the Guarantors (including, in each case, any successor entity) Successor Company under or with respect to the Convertible Notes Notes, including, but not limited to, payments of principal (including, if applicable, the Fundamental Change Repurchase Price), payments of interest, the Redemption Price, and deliveries of Common Stock or any other Note Document Reference Property and/or payments of cash shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges (including, without limitation, penalties and interest and other similar liabilities related thereto) (“Taxes”), unless such withholding or deduction is required by applicable Lawslaw. If any applicable Law requires the a deduction or withholding for, or on account of, any Taxes of whatever nature imposed or levied by, or by a taxing authority within, NY\7714988.8 any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by or on behalf of the Successor Company for purposes of the tax law of that jurisdiction (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), the Successor Company shall pay such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any taxes imposed or levied by a Relevant Taxing Jurisdiction on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable: (i) for or on account of: (A) any Tax to the extent that such Tax would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction, other than merely holding such Note or the enforcement or receipt of payments thereunder or in respect of any Note, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (2) 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 (including the Redemption Price or the Fundamental Change Repurchase Price, if applicable) and interest on, such Note or the delivery of Common Stock and other Reference Property and/or payments of cash became due and payable pursuant to the terms thereof or was made or duly provided for (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); or (3) the failure of the Holder or beneficial owner, to the extent they were legally entitled to do so, to comply with a timely request from the Successor Company to that Holder or beneficial owner, in writing at least 90 days before such withholding or deduction would be payable, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement (to the extent such Holder or beneficial owner is legally eligible to do so) NY\7714988.8 relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner; (B) any estate, inheritance, gift, sale, transfer, excise, personal property or similar Tax; (C) any Tax from to the extent that such Tax is required to be imposed pursuant to European Council Directive 2003/48/EC 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 law implementing or complying with, or introduced in order to conform to, any such payment directives; (D) any Tax that is payable otherwise than by withholding or deduction from payments or deliveries under or with respect to the Notes; (E) any Tax required by sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as determined amended (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or (F) any combination of taxes referred to in the good faith discretion preceding clauses (A) through (E); or (ii) with respect to any payment of the Issuerprincipal of (including the Fundamental Change Repurchase Price, if applicable) and interest on, such Note or the delivery of Common Stock or other Reference Property and/or payments of cash to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. In addition to the foregoing, the Successor Company will pay and indemnify the Holder or beneficial owner for any Guarantorpresent or future stamp, issue, registration, transfer, court or documentary taxes, or any other applicable withholding agentexcise 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 (other than on or in connection with a transfer of the Notes other than the initial sale by the NY\7714988.8 initial purchasers) or any other document or instrument referred to therein, or the receipt of any payments with respect thereto (limited, solely in the case of taxes attributable to the receipt of any payments with respect thereto, to any such taxes imposed in a Relevant Taxing Jurisdiction that are not excluded under sections 4.10(a)(i)(A) through (C), then 4.10(a)(i)(E) and 4.10(a)(ii) or any combination thereof). If the applicable withholding agent Successor Company becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Successor Company will deliver to the Trustee on a date at least 30 days prior to the date of payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Successor Company 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’ 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 Officers’ Certificate as conclusive proof that such payments are necessary. (b) If the Successor Company is required to make such any deduction or withholding and shall timely pay the full amount deducted or withheld from any payments with respect to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified TaxNotes, then the sum payable Successor Company will deliver to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions Trustee and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the HolderHolders, within sixty (60) 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax official tax receipts evidencing payment by the Issuer remittance to the relevant tax authorities of the amounts so withheld or a Guarantor, as the case may be, a copy of any return reporting such payment deducted or other evidence demonstrating the payment of such Tax. If the relevant deduction or withholding from a payment is required to be made by a Person other than the Company or the Paying Agent, the Company’s obligation to pay Additional Amounts shall be conditioned on its receipt of prior, written notice thereof reasonably satisfactory to the HolderCompany from the Holder or beneficial owner. (c) Any reference in this Indenture or the Notes in any context to the delivery of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion of any Note or the payment of principal of (including the Fundamental Change Repurchase Price, if applicable) and interest on, any Note or any other amount payable with respect to such Note, shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Section 4.10. (d) The Trustee shall have no duty to determine whether and to what extent Additional Amounts are due. (e) The obligations under this Section 4.10 shall survive any termination or discharge of this Indenture and any transfer by a Holder or beneficial owner of its Notes.  NY\7714988.8

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to this Indenture and the Convertible Notes Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), premium, if any, payments of Additional Interest, if any, and payments of cash and/or deliveries of ADSs or any other consideration due on conversion of a Note Document (together with payments of cash for any Fractional ADS or other consideration), shall be made free and clear ofwithout withholding, and without withholding deduction or deduction reduction for any other collection at source for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest related thereto) (“applicable taxes”) by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, incorporated, organized or resident or doing business (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein) unless such withholding, deduction or reduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding, deduction or reduction is so required, the Company or any successor to the Company shall pay or deliver to each Holder such additional amounts of cash, ADSs or other consideration, as applicable (“Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of the Notes after such withholding, deduction or reduction (and after deducting any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding, deduction or reduction been required; provided that no Additional Amounts shall be payable: (i) for or on account of: (A) any applicable taxes that would not have been imposed but for: (1) the existence of any present or former connection between the relevant Holder or beneficial owner of such Note and the Relevant Jurisdiction, other than merely acquiring or holding such Note, receiving cash and/or ADSs (together with the payment of cash for any Fractional ADS) or other consideration upon conversion of such Note or the receipt of payments or the exercise or enforcement of rights thereunder, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having had a permanent establishment therein; ​ ​ ​ (2) 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 (including the Redemption Price, the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and Additional Interest on, such Note or the payment of cash and/or the delivery of ADSs (together with payment of cash for any Fractional ADS) or other consideration upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for; (3) the failure of the Holder or beneficial owner to comply with a timely written request from the Company or any successor of the Company, addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation 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 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 withholding Note could not have been presented for payment elsewhere; (B) any estate, inheritance, gift, sale, transfer, personal property or deduction is required by similar applicable Laws. If tax or any excise or similar taxes imposed with respect to a transfer; (C) any applicable Law requires the tax that is payable otherwise than by withholding, deduction or withholding of reduction for any Tax other collection at source from payments or deliveries under or with respect to the Notes; (D) any such payment (as determined in the good faith discretion applicable tax required to be withheld or deducted under Sections 1471 to 1474 of the IssuerCode (or any amended or successor versions of such Sections) (“FATCA”), any Guarantorregulations or other official guidance thereunder, any intergovernmental agreement or agreement pursuant to Section 1471(b)(1) of the Code entered into in connection with FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement; or (E) any combination of applicable withholding agenttaxes referred to in the preceding clauses (A), then (B), (C) or (D); or ​ ​ ​ (ii) with respect to any payment of the applicable withholding agent principal of (including the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price, if applicable), and Additional Interest on, such Note or the payment of cash and/or delivery of ADSs (together with payment of cash for any Fractional ADS) or other consideration upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in 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) If the Company or its successor becomes obligated to pay Additional Amounts with respect to any payment or delivery under or with respect to the Notes, the Company or its successor shall deliver to the Trustee and the Paying Agent, if other than the Trustee, on a date that is at least 30 days prior to the date of that payment or delivery (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment or delivery date, in which case the Company or its successor shall notify the Trustee and the Paying Agent promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agent or the Conversion Agent, as the case may be, (on behalf of the Company and subject to receipt of funds from the Company pursuant to the last paragraph in Section 4.04(a)) to pay Additional Amounts to Holders on the relevant payment or delivery date. The Trustee and the Paying Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. The Company or its successor shall provide the Trustee and the Paying Agent with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. (c) The Company or its successor shall make such deduction or withholding all withholdings and deductions required by law and shall timely pay remit the full amount deducted or withheld to the relevant Governmental Authority tax authority in accordance with applicable law and if such Tax is an Indemnified Taxlaw. Upon request, then the sum payable Company or its successor shall provide to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts)Trustee an official receipt or, the beneficial owner of the Convertible Notes receives if official receipts are not obtainable, an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority Officers’ Certificate evidencing the payment of any Taxes applicable taxes so deducted or withheld. The Issuer Copies of those receipts or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantorother documentation, as the case may be, a copy shall be made available by the Trustee to the Holders of the Notes upon written request. (d) Any reference in this Indenture or the Notes in any context to the payment of cash and/or the delivery of ADSs (together with payment of cash for any Fractional ADS) or other consideration upon conversion of any return reporting Note or the payment of principal of (including the Redemption Price, the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and any premium or Additional Interest, if any, on any Note or any other amount payable with respect to such Note, shall be deemed to include payment or other evidence of such payment reasonably satisfactory Additional Amounts to the Holderextent that, in such context, Additional Amounts are, were or would be payable with respect to that amount pursuant to this Section 4.07. ​ ​ ​ (e) Notwithstanding any other provisions, the Company or its successor, the Trustee and the Paying Agent shall be entitled to make any withholding or deduction pursuant to FATCA. (f) If the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Notes, it will deliver to the Trustee official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted. (g) The foregoing obligations shall survive termination or discharge of this Indenture.

Additional Amounts. (a) All payments and deliveries 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 Convertible Notes (whether or not in the form of Definitive Notes) or by the Company or any other Note Document shall Subsidiary Guarantor under or with respect to the Notes Guarantees will be made free and clear of, of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge of whatever nature imposed or levied, including penalties, interest and other liabilities related thereto (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, unless or on account of, any Taxes imposed or levied by or on behalf of any jurisdiction in which the Issuer, the Company or any Subsidiary Guarantor (including any Successor Issuer, Successor Company or a resulting, surviving or transferee Person to a Subsidiary Guarantor), is then incorporated, carrying on a business (directly or indirectly), resident for tax purposes or generally subject to tax on a net income basis or any political subdivision thereof or therein or any jurisdiction by or through which payment is made (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 by the Company or any Subsidiary Guarantor under or with respect to the Notes Guarantees, including payments of principal, redemption price, purchase price, interest or premium, the Issuer, the Company or such Subsidiary 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 in respect of such payments by each holder and beneficial owner of the Notes (including additional amounts) after such withholding or deduction will equal the respective amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that additional amounts will not be payable to a holder or beneficial owner of a Note with respect to: (1) any Taxes which would not have been imposed but for the existence of any present or former connection between such holder or the beneficial owner of such Note and the relevant Tax Jurisdiction (including being a citizen, resident or national of, incorporated in, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the relevant Tax Jurisdiction) in which such Taxes are imposed, other than the mere receipt of such payment or holding of such Note, enforcement of, or exercise of rights under, such Note, the Notes Guarantees or this Indenture or any other connection with respect to such Note; (2) any Taxes that are imposed or withheld as a result of the failure of such holder or beneficial owner of such Note to comply with any written request, made to such holder or beneficial owner in writing at least 90 days before any such withholding or deduction would be payable, by the Issuer (i) to provide timely or accurate information concerning the nationality, residence or identity of such Holder or beneficial owner or (ii) to make any valid or timely declaration or similar claim for exemption to which such Holder or beneficial owner is legally entitled or satisfy any certification requirement which such holder or beneficial owner is legally able to satisfy, which in the case of clause (i) or (ii), as applicable, is required or imposed by applicable Lawsa statute, treaty, regulation or administrative practice of the relevant Tax Jurisdiction as a precondition to exemption from all or part of such Taxes; (3) any Note presented for payment (where Notes are in the form of Definitive Notes and presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to additional amounts had the Note been presented on the last day of such 30 day period); (4) any estate, inheritance, gift, sale, transfer, personal property or similar tax or assessment; (5) any Taxes withheld, deducted or imposed on a payment to an individual and which are required to be made pursuant to European Union Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such Directive; (6) any Note presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in any country that is a Member State; or (7) any combination of items (1) through (6) above. (b) In addition to the foregoing, additional amounts will not be payable if the beneficial owner of a Note had been the Holder of such Note and such beneficial owner would not be entitled to the payment of additional amounts by reasons of items (1) through (7) above. If any applicable Law requires the deduction or withholding of Further, additional amounts will not be payable with respect to any Tax which is payable other than by withholding from any such payment payments under or with respect to the Notes or the Notes Guarantees. (as determined in c) In addition to the good faith discretion foregoing, the Issuer will also pay and indemnify the Holders and beneficial owners of the IssuerNotes for any present or future stamp, any Guarantorissue, registration, transfer, court or documentary taxes, or any other applicable withholding agent)excise or property taxes, then charges or similar levies or Taxes which are levied by any jurisdiction in respect of or in connection with the applicable withholding agent execution, delivery, issue, redemption, retirement, enforcement or registration of any of the Notes, this Indenture or the Notes Guarantees, or any other document or instrument referred to therein, or the receipt of any payments under or with respect to the Notes or the Notes Guarantees. (d) If the Issuer becomes aware that the Issuer, the Company or any Subsidiary Guarantor will be obligated to pay additional amounts with respect to any payment under or with respect to the Notes or the Notes Guarantees, the Issuer will 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 shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that additional amounts will be entitled 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 to Holders on the relevant payment date. The Issuer will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of additional amounts. (e) The Issuer, the Company or the relevant Subsidiary Guarantor will make such deduction or withholding all withholdings and shall timely pay deductions required by law and will remit the full amount deducted or withheld to the relevant Governmental Authority Tax authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts)law. The Issuer, the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer Company or the relevant Subsidiary Guarantor shall will use its reasonable efforts to obtain Tax receipts from each Governmental Authority Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall will furnish to the HolderTrustee, within sixty (60) 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer Issuer, the Company or a the relevant Subsidiary Guarantor or if, notwithstanding the Issuer’s, the Company’s or such Subsidiary Guarantor’s efforts to obtain receipts, as the case may bereceipts are not obtained, a copy of any return reporting such payment or other evidence of payments by such payment reasonably satisfactory entity. The Issuer shall attach to each certified copy or other evidence, as applicable, a certificate stating (x) that the amount of Tax evidenced by the certified copy was paid in connection with payments under or with respect to the HolderNotes then outstanding upon which such Taxes were due and (y) the amount of such withholding tax paid per €1,000 of principal amount of the Notes. (f) 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 or the Notes Guarantees, 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. (g) The foregoing obligations relating to additional amounts shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any Tax Jurisdiction with respect to any Successor Issuer, Successor Company or a resulting, surviving or transferee Person to a Subsidiary Guarantor.

Additional Amounts. All payments The Company shall pay the outstanding principal amount, and deliveries made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or interest with respect to the Convertible Notes or thereto, of this Series II Note without any other Note Document shall be made free and clear of, and without withholding or deduction for, for or on account of, any present or future Taxestaxes, unless such duties, assessments, liens, withholding or deduction is required by applicable Lawstransfer expenses, at any time, irrespective of the origin or cause thereof. If any applicable Law requires Accordingly, in the deduction event that as a result of legal or withholding regulatory requirements, or due to the interpretation of any Tax from such legal or regulatory requirements, the Company is under an obligation to pay or withhold any such payment (as determined amounts, the Company shall make any such payments or withholdings at its expense, in the good faith discretion of the Issuersuch a manner that, after any Guarantorand all withholdings or deductions so are made or required, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to of this Series II Note receives the Additional Amounts), the beneficial owner of the Convertible Notes receives an same amount equal to the sum it would have received had no such withholding or deduction been made (the “Additional Amounts”). Notwithstanding the foregoing, no Additional Amounts shall be paid by the Company (i) to the Holder of this Series II Note if covered by the provisions of Title VI of the Argentine Income Tax Act (Ley de Impuesto a las Ganancias) — except for entities governed by the provisions of Act No. 21,526 of Financial Entities (Ley No. 21,526 de Entidades Financieras) (the “Financial Institutions Act”) — in connection with income tax payable by them; (ii) in connection with the tax on credits and debits into bank accounts of any nature held with entities governed by the provisions of the Financial Institutions Act; (iii) where the Company is mandated by law to make a withholding and/or deduction by reason of, or on account of, the personal assets tax (Ley de Impuesto sobre los Bienes Personales); (iv) with respect to any tax, duty or other governmental charges imposed or levied over successions, inheritance, estate, legacy, donation, sale, transfer or similar taxes; (v) where any such withholding been madeand/or deduction is imposed as a result of failure by the Holder of this Series II Note, or any other Person, to comply with any information reporting requirements under applicable law — including, without limitation, laws, executive orders, resolutions, written instructions from the Argentine Federal Public Income Administration (Administración Federal de Ingresos Públicos) and/or international treaties to which Argentina is a party— whether or not such Holder of this Series II Note or Person has the legal capacity to comply with such requirements: information, documents, statements, other certificates pursuant to the conditions required under applicable law with respect to the nationality, residence, identity, legal nature or relationship with Argentina of any such Holder of this Series II Note or Person, or other material information required or imposed by applicable laws as a condition precedent or a requirement to eliminate and/or reduce such deductions and/or withholdings due to a tax, duty, assessment or other governmental charges of whatever nature imposed, so long as the compliance with any such requirements is commercially reasonable; (vi) when any such withholdings and/or deductions result from a connection between the Holder of this Series II Note and Argentina (or any of its political subdivisions or authorities), other than solely holding this Series II Note, the right to demand compliance or payment under this Series II Note, or demand or receipt of payments of principal, interests and/or other amounts under this Series II Note; (vii) for any tax, duty, assessment or other governmental charges of whatever nature imposed or levied and payable in a manner different from withholding or deduction of the payments made with respect to this Series II Note, and/or (viii) any combination of (i) to (vii) above. The Issuer If the Holders of the Series II Notes do not furnish all of, or part of, the information, documents or other forms of evidence duly required by the Company pursuant to applicable regulations, including, without limitation, laws, decrees, resolutions, written instructions from the Argentine Federal Public Income Administration and/or international treaties to which Argentina is a party, the Company shall not pay any Additional Amounts with respect to such Holder’s or Holders’, as applicable, Series II Notes and shall withhold or deduct the maximum amount required by Argentine law, provided, however, that the burden placed on the relevant Guarantor shall use its Holders to comply with these requirements is commercially reasonable efforts and that the Company has given notice to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) such Holders at least 30 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holderin advance that they must comply with these requirements.

Additional Amounts. All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors (includingunder, in each case, any successor entity) under or with respect to to, the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, for or on account of, any present or future TaxesTaxes imposed or levied by or on behalf of any Taxing Authority within Luxembourg or within any other jurisdiction in which the Issuer or any Surviving Entity is organized or resident for tax purposes or any political subdivision thereof or any Taxing Authority therein (each, a "RELEVANT TAXING JURISDICTION"), unless the Issuer or any Surviving Entity is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or any Surviving Entity is 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 or the Surviving Entity shall pay such additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction shall equal the amount the Holder would have received if such Taxes had not been withheld or deducted; PROVIDED, HOWEVER, that no Additional Amounts shall be payable with respect to: (1) any Tax that would not have been imposed, payable or due but for the existence of any connection between the Holder (or the beneficial owner of, or person ultimately entitled to obtain an interest in, such Notes) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than the mere holding of the Notes or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Tax that would not have been imposed, payable or due but for the failure to satisfy any certification, identification or other reporting requirements whether imposed by statute, treaty, regulation or administrative practice; provided, however, that the Issuer or any Surviving Entity has delivered a request to the Holder to comply with such requirements reasonably prior to the date by which such compliance is required by applicable Laws. If any applicable Law requires the deduction or withholding of giving each Holder reasonably sufficient time to satisfy those requirements; (3) any Tax from any that would not have been imposed, payable or due if the presentation of Notes (where presentation is required) for payment had occurred within 30 days after the date such payment was due and payable or was duly provided for, whichever is later; provided, however, that the Issuer or the Surviving Entity has delivered to each Holder a notice to present Notes for payment within such 30-day period; (as determined in 4) a withholding or deduction imposed on a payment to an individual that is required to be made pursuant to any European Union Directive on the good faith discretion taxation of savings implementing the Issuerproposal for such a directive presented by the European Commission on July 18, any Guarantor2001, or any other applicable law implementing or complying with, or introduced in order to conform to, such directive; (5) any Tax presented for payment by or on behalf of a Holder who would have been able to avoid such withholding agentor deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (6) any estate, inheritance, gift, sale transfer, personal property or similar tax, assessment or governmental charge; or (7) any combination of items (1) through (6) (each, and "EXCLUDED TAX"), then . If the applicable withholding agent Issuer or any Surviving Entity shall be entitled obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer or the Surviving Entity shall deliver to the Trustee as 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 Surviving Entity shall notify the Trustee promptly thereafter) an Officers' Certificate stating the fact that Additional Amounts shall be payable and the amount so payable. The Officers' Certificate must also set forth any other information necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date. Upon request, the Issuer or the Surviving Entity shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Issuer or any Surviving Entity shall make such deduction or withholding all required withholdings and deductions and shall timely pay remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw. The Issuer or the relevant Guarantor Surviving Entity shall use its their reasonable efforts to obtain Tax certified copies of tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheldwithheld from each Taxing Authority. The Issuer or the relevant Guarantor Surviving Entity shall furnish to the HolderHolders, within sixty (60) 30 days after the date the payment of any Taxes so deducted or withheld is madedue pursuant to applicable law, certified copies of Tax tax receipts evidencing payment by the Issuer or a Guarantorthe Surviving Entity, as or if, notwithstanding the case may beIssuer's or the Surviving Entity's efforts to obtain receipts, a copy of any return reporting such payment or receipts are not obtained, other evidence of such payment reasonably satisfactory payments by the Issuer or the Surviving Entity. The Issuer or any Surviving Entity shall pay any stamp, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies or Taxes which arise from the initial execution, delivery or registration of the Notes, the initial resale thereof by the initial purchasers on the Issue Date and the enforcement of the Notes and the security therefor following the occurrence of any Event of Default with respect to the Notes. The Issuer or any Surviving Entity shall indemnify and hold harmless each Holder of Notes and upon written request reimburse each such Holder for the amount, other than any Excluded Tax and excluding any payment of Additional Amounts by the Issuer or the Surviving Entity, of: (1) any Taxes imposed by a Relevant Taxing Jurisdiction and paid by such Holder as a result of payments made under or with respect to the Notes; (2) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and (3) any Taxes imposed by a Relevant Taxing Jurisdiction with respect to any reimbursement under clause (1) and (2) of this paragraph, but excluding any Taxes imposed by the Relevant Taxing Jurisdiction on such Holder's net income.

Additional Amounts. (a) All payments and deliveries 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 Convertible Notes or any other Note Document Guarantee shall be made free and clear of, of and without withholding or deduction for, or on account of, any present or future Taxes, Taxes unless such the withholding or deduction of such Taxes is then required by applicable Lawslaw. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, Guarantor or any other applicable withholding agentagent is required by law to withhold or deduct any amount for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction (other than the United States or any political subdivision thereof or therein) 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 and, in the case of any successor entity, wherein such successor entity assumes the obligations of the Notes, the Guarantees and this Indenture following a merger, consolidation or transfer, lease or conveyance of substantially all of the assets and properties of the Issuer or the applicable Guarantor 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), then a “Tax Jurisdiction”, and (1) a “Relevant Tax Jurisdiction”) in respect of any payments under or with respect to the applicable 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 beneficial owner of Notes after such withholding agent 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 shall be payable with respect to: (i) any Taxes, to the extent such Taxes would not have been imposed but for the holder or the beneficial owner of the Notes 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 Indenture or a Note Guarantee, or the receipt of payments in respect of such Note or a Note Guarantee; (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) 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); (iii) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (iv) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or any Note Guarantee; (v) 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 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 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; (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 (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 (ix) any combination of clauses (i) through (viii) above. Notwithstanding the foregoing, the limitations on the obligations of the Issuer or any Guarantor to pay Additional Amounts set forth in item (v) above will not apply if the provision of any certification, identification, information, or other reporting requirement described in such item (v) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a holder or beneficial owner of a Note than comparable information or other reporting requirements imposed under U.S. tax law, regulations, treaty and administrative practice (such as U.S. Internal Revenue Service Forms W-8BEN and W-9). In addition to the foregoing, the Issuer and the Guarantors shall also pay and indemnify the holder and the Trustee 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, 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, 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 or any Guarantor, as the case may be, 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 Certificate must 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 Issuer or the relevant Guarantor 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 or the relevant Guarantor, if it is the applicable withholding agent, shall make such deduction or withholding all withholdings and deductions (within the time period) required by law and shall timely pay remit the full amount deducted or withheld to the relevant Governmental Authority Tax authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the HolderTrustee (or to a Holder of the Notes upon request), within sixty (60) 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting or if, notwithstanding such payment or 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 payment reasonably satisfactory 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 any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the Holderextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (e) This Section 4.12 shall 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 Issuer (or 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 Note Guarantee) by or on behalf of such Person and, in each case, any political subdivision thereof or therein.

Additional Amounts. (a) All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors (includingGuarantor, in each case, or any successor entity) to the Issuer or the Guarantor under or with respect to the Convertible Notes or Notes, including, but not limited to, payments of principal (including the Fundamental Change Repurchase Price and Redemption Price, if applicable), premium, if any, payments of interest and payments of cash and/or deliveries of Ordinary Shares (together with payments of cash for any other Note Document fractional Ordinary Share) upon exchange and any payments under the Guarantee pursuant to Article 15, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any penalties and interest related thereto) (“Applicable Taxes”) by or within (1) Ireland (meaning Ireland exclusive of Northern Ireland) or Bermuda (or any political subdivision or taxing authority thereof or therein), (2) any jurisdiction in which the Issuer or the Guarantor or any of their successors are, for tax purposes, incorporated, organized or resident, or as a result of activities carried on by the Issuer, the Guarantor or any successor, has otherwise created a taxable presence (or any political subdivision or taxing authority thereof or therein) or (3) any jurisdiction through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each jurisdiction described in (1), (2) or (3), as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by applicable Laws. If any applicable Law requires law of a Relevant Taxing Jurisdiction or by the interpretation or administration thereof. In the event that any such withholding or deduction is so required in a Relevant Taxing Jurisdiction, the Issuer or the Guarantor, as appropriate, shall pay to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting any Applicable Taxes on the Additional Amounts) under a Relevant Taxing Jurisdiction will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no additional amounts will be payable: (i) for or on account of: (A) any Applicable Taxes that would not have been imposed but for: (1) the existence of any present or former connection between the relevant Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction (other than merely acquiring or holding such Note or the receipt of payments or the exercise or enforcement of rights under the Notes or the Guarantee), including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of, or incorporated in, such Relevant Taxing 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 (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 (including the Fundamental Change Repurchase Price and Redemption Price, if applicable), premium, if any, and interest on or payments of cash and/or deliveries of Ordinary Shares upon exchange of, 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 or beneficial owner would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); or (3) the failure of the Holder or beneficial owner to provide a declaration of non-residence or other similar claim for exemption or to present any applicable form or certificate, in each case, within, a reasonable period of time following a timely and reasonable written request from the Issuer; provided that the Holder or beneficial owner is legally entitled to provide such declaration, claim form or certificate and that upon the making of such declaration or claim or presentation of such form or certificate, the Holder or beneficial owner would have been able to avoid such deduction or withholding; (B) any estate, inheritance, gift, sale, transfer, personal property or similar Applicable Taxes; (C) any Applicable Taxes that are payable otherwise than by withholding or deduction from payments under or with respect to the Notes; (D) any taxes payable by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the Notes or request for payment under the Guarantee to another Paying Agent designated by the Issuer pursuant to this Indenture; (E) any Tax from Applicable 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 Code, 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; and (F) any combination of Applicable Taxes referred to in the preceding clauses (A), (B), (C), (D) and (E), (ii) with respect to any payment of the principal of (including the Fundamental Change Repurchase Price and Redemption Price, if applicable), premium, if any, and interest on, or payments of cash and/or deliveries of Ordinary Shares upon exchange of such Note to a Holder, if the Holder is a fiduciary, partnership or person, other than the sole beneficial owner of that payment, to the extent that such payment (as determined would be required under the laws of the Relevant Taxing Jurisdiction to be included for tax purposes in the good faith discretion income of a beneficiary or settlor with respect to the Issuerfiduciary, 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) In addition to the foregoing, the Issuer shall also pay and indemnify the Holder for any Guarantorpresent or future stamp, issue, registration, value added, court or documentary taxes, or any other applicable withholding agent)excise or property taxes, then charges or similar levies or taxes (including penalties, interest and any other reasonable expenses related thereto) which are levied by any Relevant Taxing Jurisdiction (“Transfer Taxes”) on the applicable withholding agent execution, delivery, registration or enforcement of any of the Notes, the Indenture or any other document or instrument referred to therein or the receipt of payments with respect thereto. For the avoidance of doubt, the indemnification provided in this paragraph shall not include any Transfer Taxes arising from the transfer of Notes in the ordinary course. (c) If the Issuer or the Guarantor become after the Issue Date 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 Certificate must also set forth any other information reasonably necessary to enable the Paying Agent or the Exchange Agent, as the case may be, to pay Additional Amounts to Holders 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 Issuer shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. (d) The Issuer or the Guarantor, as appropriate, shall make such deduction or withholding all withholdings and deductions required by law and shall timely pay remit the full amount deducted or withheld to the relevant Governmental Relevant Taxing Authority in accordance with applicable law and if such Tax is an Indemnified Taxlaw. Upon request, then the sum payable Issuer shall provide to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable Trustee an official receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority Trustee evidencing the payment of any Applicable Taxes so deducted or withheld. The Issuer will attach to each certified copy or other document a certificate stating the relevant Guarantor shall furnish to amount of such Applicable Taxes paid per $1,000 principal amount of the HolderNotes then outstanding. Upon written request, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax those receipts evidencing payment by the Issuer or a Guarantorother documentation, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory shall be made available by the Trustee to the HolderHolders of the Notes. (e) Whenever there is mentioned in any context the payment of cash and/or the delivery of Ordinary Shares (together with payments of cash for fractional Ordinary Shares) upon exchange of the Notes or the payment of principal of (including Fundamental Change Repurchase Price and Redemption Price, if applicable), and any premium or interest, on, any Note or any other amount payable with respect to such Note, such mention shall be deemed to include payment of Additional Amounts provided for in the Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Section 4.10(a). (f) The above obligations in this Section 4.10 will apply mutatis mutandis to any successor to the Issuer or the Guarantor.

Additional Amounts. (A) All payments and deliveries made by or on behalf of the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to this Indenture and the Convertible Notes or any other Note Document shall be made free and clear of, of and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments, or governmental charges of whatever nature imposed or levied (including any interest and penalties related thereto (“Taxes, ”) unless such withholding or deduction of such Taxes is then required by law. If any such withholding or deduction is so required by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident for tax purposes or through which payment is made or deemed made (each, a “Relevant Taxing Jurisdiction”, and in each case, any political subdivision or taxing authority thereof or therein), the Company or any successor to the Company shall pay or deliver to each Holder such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owners of the Notes after such withholding or deduction (and after deducting any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owners had no such withholding or deduction been required; provided that no Additional Amounts shall be payable for or on account of: (i) any Taxes, to the extent such Taxes 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, without limitation, being resident for tax purposes, or being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Note, the receipt of any Conversion Shares or the exercise or enforcement of rights under such Note or this Indenture; (ii) any Taxes, to the extent such Taxes are imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with a reasonable written request of the Company or any successor to the Company addressed to the Holder or beneficial owner, after reasonable notice (at least 30 days before any such withholding or deduction would be payable), to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, which is required by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes, but, only to the extent the Holder or beneficial owner is legally entitled to provide such certification, information, documentation or other evidence; (iii) any Taxes, to the extent that such Taxes are imposed as a result of the presentation of the Note (where presentation is required) more than 30 days after the later of the applicable Laws. If payment date, the date on which the relevant payment is first made available for payment to the Holder or the date of the delivery of Conversion Shares (except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented on the last day of such 30 day period); (iv) any applicable Law requires the Taxes that are payable otherwise than by deduction or withholding from a payment on the Notes; (v) any estate, inheritance, gift, excise, sales, transfer, personal property or similar Taxes; (vi) any Taxes imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Taxes by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent in a different jurisdiction; (vii) any applicable withholding Tax from any such payment (as determined in the good faith discretion or deduction required by Section 1471 through 1474 of the IssuerU.S. Internal Revenue Code of 1986, as amended (“FATCA”), any Guarantorcurrent or future treasury regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any other applicable withholding agent), then agreement with the U.S. Internal Revenue Service under FATCA; or (viii) any combination of the applicable withholding agent Taxes referred to in the preceding clauses (i) through (vii). (B) In addition, no Additional Amounts shall be paid with respect to a Holder who is a fiduciary or a partnership or any Person other than the beneficial owner of the Notes, to the extent that the beneficiary or settlor with respect to such fiduciary, the member of such partnership or the beneficial owner would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner held such Notes directly. (C) The Company and any successor to the Company will (i) make such any required withholding or deduction or withholding and shall timely pay (ii) remit the full amount deducted or withheld to the relevant Governmental Authority Relevant Taxing Jurisdiction in accordance with applicable law law. The Company and if such Tax is an Indemnified Tax, then the sum payable any successor to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner Company will provide certified copies of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheldwithheld from each Relevant Taxing Jurisdiction imposing such Taxes, or if such tax receipts are not available, certified copies or other reasonable evidence of such payments as soon as reasonably practicable to the Trustee. The Issuer Such copies shall be made available to the Holders upon reasonable request and will be made available during office hours at the offices of the Paying Agent. (D) Notwithstanding anything to the contrary herein, the Company shall pay any and all transfer, documentary, stamp, registration and other similar Taxes and fees incurred in connection with the issuance of the Notes. (E) Any reference in this Indenture or the relevant Guarantor shall furnish Notes in any context to the Holder, within sixty (60) days after the date the payment of principal or interest on any Taxes so deducted or withheld is made, certified copies Note and/or the delivery of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy Conversion Shares upon conversion of any return reporting such payment Note or any other evidence of such payment reasonably satisfactory amount payable on or with respect to the HolderNotes shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable with respect to that amount pursuant to this Section 3.22.

Additional Amounts. All payments and deliveries made by or on behalf of the Issuer or any of Company and the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall and the Guarantees will be made free and clear of, of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment, or other governmental charge of whatever nature (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of any government or political subdivision or territory or possession of any government or authority or agency or authority therein or thereof having the power to tax (each, a “Taxing Authority”) in any jurisdiction in which the Company or any Guarantor (including their permitted successors and assigns) is then incorporated, engaged in business or resident for tax purposes or any jurisdiction by or through which payment is made (each, a “Relevant Taxing Jurisdiction”) unless the Company or the Guarantor is required to withhold or deduct Taxes by Law or by the relevant Taxing Authority’s interpretation or administration thereof. If the Company or the Guarantor is required to withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to the Notes or the Guarantees (as the case may be), the Company or the Guarantors (as the case may be) will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder of the Notes (including Additional Amounts) after such withholding or deduction will be equal to the amount the Holder of the Notes 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 made to a Holder of the Notes (an “Excluded Holder”) to the extent: (A) any such Taxes would not have been imposed but for the existence of any present or former connection between such Holder of the Notes and the Relevant Taxing Jurisdiction imposing such Taxes otherwise than merely by the acquisition, ownership or disposition of such note or receiving any payment in respect thereof or the exercise or enforcement of any rights under the Notes or the Guarantees; or (B) such Holder of the Notes would not have been liable for or subject to such withholding or deduction on account of such Taxes but for the failure to make a valid declaration of non-residence or similar claim for exemption or to provide information concerning nationality, residence or connection with the Relevant Taxing Jurisdiction if the making of such declaration or claim or provision of such information is required or imposed by statute, treaty, regulation, ruling or administrative practice of a Taxing Authority of the Relevant Taxing Jurisdiction as a pre-condition to an exemption from, or reduction in, such Taxes; or (C) such Holder of the Notes would have been able to avoid such Taxes by presenting the relevant note to another Paying Agent in a member state of the European Union (as constituted on the Issue Date) or in the United States; or (D) any such Taxes would not have been imposed but for the presentation by the Holder of such note (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due or payable or was duly provided for, whichever is later; or (E) where such withholding or deduction is imposed on a payment to an individual and is 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 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (F) of any combination of the immediately preceding clauses (A) to (E) (inclusive). In addition, Additional Amounts will not be payable with respect to any estate, inheritance, gift, sales, transfer, personal property or any similar tax, assessment or other governmental charge with respect to such Notes or with respect to any Tax which is payable otherwise than by applicable Laws. If any applicable Law requires the deduction or withholding from payments of any Tax from any such payment principal of, premium or discount, if any, or interest on the Notes. The Company or the Guarantors (as determined in the good faith discretion of the Issuer, case may be) will also: (i) make any Guarantor, required withholding or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay deduction; and (ii) remit the full amount deducted or withheld to the relevant Governmental Taxing Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madeLaw. The Issuer Company or the relevant Guarantor shall use its Guarantors (as the case may be) will make reasonable efforts to obtain Tax certified copies of tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheldwithheld from each Taxing Authority imposing such Taxes. The Issuer Company or the relevant Guarantor shall Guarantors (as the case may be) will use reasonable efforts to furnish to the HolderHolders of the Notes (with a copy to the Trustee), within sixty (60) 30 days after the date the payment of any Taxes so deducted or withheld is madedue pursuant to applicable Law, either certified copies of Tax tax receipts evidencing such payment by the Issuer Company or the Guarantors (as the case may be) or, if such receipts are not obtainable, other evidence of such payments by the Company or the Guarantors (as the case may be). At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company or the Guarantors (as the case may be) will be obliged to pay Additional Amounts with respect to such payment, the Company or the Guarantors (as the case may be) will deliver to the Trustee and the Principal Paying Agent 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 Paying Agent on behalf of the Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Note there is mentioned, in any context, the payment of amounts based upon the principal of, premium, interest or any other amount payable under or with respect to any of the Notes, this includes payment of any Additional Amounts that may be applicable. The foregoing provisions will survive any termination, defeasance or discharge of the Notes and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Company or a Guarantor, as the case may be, is organized, engaged in business, resident for tax purposes, or otherwise subject to taxation on a copy of net income basis or any return reporting such payment political sub-divisions or other evidence of such payment reasonably satisfactory to the Holdertaxing authority or agency thereof or therein.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to the Convertible Notes or Note, including, but not limited to, payments of principal (including, if applicable, the Repurchase Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of ADSs (together with payments of cash for any other Note Document Fractional ADS) upon conversion of the Note, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident or doing business (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by applicable Lawslaw or by regulation or governmental policy having the force of law. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent The Company shall 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 Section 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretation thereof. In the event that any such withholding or deduction is so required, the Company or withholding and shall timely pay the full amount deducted or withheld any successor to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable Company shall pay to the Holder shall be increased by such additional amounts (“Additional Amounts Amounts”) as may be necessary so to ensure that the net amount received by the beneficial owner after making such withholding or deduction or withholding (including such deductions and withholdings applicable to after deducting any taxes on the Additional Amounts)) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable: (i) for or on account of: (A) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of the Convertible Notes receives an amount equal to Note and the sum it would have received had no such deduction or withholding been made. The Issuer Relevant Jurisdiction, other than merely holding the Note or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing receipt of payments thereunder, including, without limitation, the 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 had a permanent establishment therein; (2) 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 any Taxes so deducted or withheld. The Issuer the principal of (including the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and interest on, such Note or the relevant Guarantor shall furnish delivery of ADSs (together with payment of cash for any Fractional ADS) upon conversion of such Note became due and payable pursuant to the Holderterms thereof or was made or duly provided for; (3) the failure of the Holder or beneficial owner to comply with a timely request from the Company or any successor of the 31 Company, within sixty (60) days after addressed to the date the payment of any Taxes so deducted Holder or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantorbeneficial owner, as the case may be, a copy of any return reporting such payment to provide certification, information, documents or other evidence concerning the 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 and to the extent that due and timely compliance with such request is required by statute, regulation 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 to the Holder or beneficial owner; or (4) the presentation of the 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, excise, personal property or similar tax, assessment or other governmental charge; (C) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Notes; (D) any tax required to be withheld or deducted under Sections 1471 to 1474 of the Code (or any amended or successor versions of such Sections) (“FATCA”), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection with FATCA, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement; 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 reasonably satisfactory of the principal of (including the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and interest on the Note or the delivery of ADSs (together with payment of cash for any Fractional ADS) upon conversion of the Note to the Holder., if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in 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) Any reference in the Note in any context to the delivery of ADSs (together with payments of cash for any Fractional ADS) upon conversion of the Note or the payment of principal of (including the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and interest on, any Note or any other amount payable with respect to such Note, 32

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to this Indenture and the Convertible Notes or Notes, including, but not limited to, payments of principal (including, if applicable, the Repurchase Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of ADSs (together with payment of cash in lieu of any other Note Document fractional ADS) upon conversion of the Notes, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by applicable Lawslaw or by regulation or governmental policy having the force of law. If any applicable Law requires The Trustee and the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent 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 Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof. The Company will provide the Trustee and the Paying Agent with sufficient information so as to enable the Trustee and the Paying Agent to determine whether or not it is obliged to make such a withholding or deduction. In the event that any of the foregoing withholding or deduction is so required, the Company or withholding and shall timely pay the full amount deducted or withheld any successor to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable Company shall pay to the Holder shall be increased by of each Note such additional amounts (“Additional Amounts Amounts”) as may be necessary so to ensure that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), net amount received by the beneficial owner of such Note after such withholding or deduction (and after deducting any taxes on the Convertible Notes receives an amount Additional Amounts) shall equal to the sum it amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that that no Additional Amounts shall be payable: (i) for or withholding on account of: (A) any tax, duty, assessment or other governmental charge that would not have been made. The Issuer imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction, other than merely holding such Note or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing receipt of payments thereunder, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (2) 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 any Taxes so deducted or withheld. The Issuer the principal of (including the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and interest on, such Note or the relevant Guarantor shall furnish delivery of ADSs (together with payment of cash in lieu of any fractional ADS) upon conversion of such Note became due and payable pursuant to the Holderterms thereof or was made or duly provided for; or (3) the failure of the Holder or beneficial owner to comply with a timely request from the Company or any successor of the Company, within sixty (60) days after addressed to the date the payment of any Taxes so deducted Holder or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantorbeneficial owner, as the case may be, a copy of any return reporting in each case, to the extent such payment Holder or beneficial owner is legally entitled to do so, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner; (B) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; (C) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Notes; (D) any tax, assessment, withholding or deduction required by FATCA, any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law 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 Repurchase Price and Fundamental Change Repurchase Price, if applicable) and interest on such Note or the delivery of ADSs (together with payment of cash in lieu of any fractional ADS) upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment reasonably satisfactory to the Holderextent that such payment would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. (b) Any reference in this Indenture or the Notes in any context to the delivery of ADSs (together with payment of cash in lieu of any fractional ADS) upon conversion of the Notes or the payment of principal of (including the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and interest on, any Note or any other amount payable with respect to such Note, shall be deemed to include any Additional Amounts, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Section 4.07. (c) The foregoing obligations shall survive termination or discharge of this Indenture.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to this Indenture and the Convertible Notes or Notes, including, but not limited to, payments of principal (including, if applicable, the Repurchase Price, Tax Redemption Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of ADSs (together with payment of cash in lieu of any other Note Document fractional ADS) upon conversion of the Notes, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident or doing business (a “Taxing Jurisdiction”) or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (together with each Taxing Jurisdiction, each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by applicable Lawslaw or by regulation or governmental policy having the force of law. If In the event that any applicable Law requires such withholding or deduction is so required, the Company or any successor to the Company shall pay to each beneficial owner such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or withholding deduction been required; provided that no Additional Amounts shall be payable: (i) for or on account of: (A) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction, other than merely holding such Note or the receipt of payments or the enforcement of rights thereunder, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (2) 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 (including the Repurchase Price, Tax Redemption Price and Fundamental Change Repurchase Price, if applicable) and interest on, such Note or the delivery of ADSs (together with payment of cash in lieu of any fractional ADS) upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for (except to the extent that the beneficial owner would have been entitled to Additional Amounts had such note been presented for payment on the last day of such 30-day period); or (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 or beneficial owner, as the case may be, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner; (B) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; (C) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Notes; (D) any tax, assessment, withholding or deduction required by FATCA, any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law 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 Repurchase Price, Tax Redemption Price and Fundamental Change Repurchase Price, if applicable) and interest on such Note or the delivery of ADSs (together with payment of cash in lieu of any fractional ADS) upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that such payment (as determined would be required to be included in the good faith discretion income under the laws of the IssuerRelevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. In addition to the foregoing, the Company will also pay and indemnify the beneficial owners of the Notes for any Guarantorpresent or future stamp, issue, registration, court or documentary taxes, or any other applicable withholding agent)excise or property taxes, then charges or similar levies (including related penalties, interest and additions to tax) which are levied by any Relevant Taxing Jurisdiction on the applicable withholding agent execution, delivery, registration or enforcement of any of the notes, the indenture or any other document or instrument referred to therein, or the receipt of any payments under or with respect to the Notes. If the Company is or become obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Company 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 we will 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’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts to beneficial owners on the relevant payment date. The Trustee shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary and the amount of such payments. The Company will provide the trustee with documentation evidencing the payment of additional amounts and the trustee will make such deduction or withholding documentation available to the holders and shall timely pay beneficial owners of the notes. The Company will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant Governmental Authority taxing authority in accordance with applicable law and if such Tax is an Indemnified Taxlaw. Upon request, then the sum payable we will provide to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable Trustee an official receipt or, if official receipts are not obtainable, other documentation satisfactory to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority trustee evidencing the payment of any Taxes taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the HolderUpon request, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax those receipts evidencing payment by the Issuer or a Guarantorother documentation, as the case may be, a copy will be made available by the trustee to the holders and beneficial owners of the notes. (b) Any reference in this Indenture or the Notes in any context to the delivery of ADSs (together with payment of cash in lieu of any return reporting fractional ADS) upon conversion of the Notes or the payment of principal of (including the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and interest on, any Note or any other amount payable with respect to such payment Note, shall be deemed to include any Additional Amounts, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Section 4.07. (c) The foregoing obligations shall survive termination or other evidence discharge of such payment reasonably satisfactory to the Holderthis Indenture.

Additional Amounts. (a) All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) Company under or with respect to the Convertible Notes Notes, or by any other Guarantor pursuant to the Note Document Guarantees, shall be made free and clear of, of and without withholding or deduction for, for or on account of, of any present or future tax, duty, lxxx, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of any government or political subdivision or territory or possession of any government or authority or agency therein or thereof having the power to tax (each a “Taxing Authority”), unless the Company or such Guarantor is required to withhold or deduct Taxes under any law or by the interpretation, application or administration thereof. If, after the Issue Date, the Company or such Guarantor, 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 Notes or the Note Guarantees, as the case may be, the Company or such Guarantor, as the case may be, shall 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 such Holder (including the Additional Amounts) after such withholding or deduction shall 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 shall be payable with respect to a payment made to a Holder or beneficial owner of the Notes (an “Excluded Holder”): (i) with which the Company or such Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) at the time of making such payment, (ii) which is subject to such Taxes by reason of its being or having been connected with a jurisdiction imposing such tax otherwise than by the mere holding, use or ownership, or deemed holding, use or ownership, of the Notes or the receipt of payments thereunder, (as a matter of, for example, citizenship, nationality, residence, domicile, or existence of a business or permanent establishment, a dependent agent, a place of business or a place of management present or deemed present within the Taxing Authority), (iii) which failed to duly and timely comply with a timely request of the Company to provide information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, entitlement to treaty benefits or identity, if and to the extent that (a) such Holder and/or beneficial owner was legally able to comply with such request and (b) due and timely compliance with such request is required by applicable Laws. If law as a precondition to reduction or elimination of, and would have reduced or eliminated, any applicable Law requires Taxes as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner but for this clause, (iv) which is a fiduciary or a partnership or not the sole beneficial owner of the relevant Note, if and to the extent that any beneficiary or settlor with respect to such fiduciary, any partner with respect to such partnership or any beneficial owner of such Note (as the case may be) would not have been entitled to receive Additional Amounts with respect to the payment in question had such beneficiary, settlor, partner or beneficial owner been the sole beneficial owner of such Note, (v) in respect of any estate, gift, inheritance, value added, excise, transfer, intangible or similar tax, (vi) in respect of withholdings or deductions imposed on a payment to an individual that are required to be made pursuant to the European Union 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, (vii) if and to the extent that such payment could have been made without deduction or withholding of any Tax from any such Taxes had the relevant Note been presented for payment (where presentation is required 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 was duly provided for, whichever was later (as determined in except to the good faith discretion extent that such 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), or (viii) any combination of the Issuer, any Guarantor, above clauses (i) through (vii) in this Section 4.19(a). The Company or any other applicable withholding agent), then the applicable withholding agent such Guarantor shall be entitled to also make such deduction withholding or withholding deduction, and shall timely pay remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding law. (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. b) The Issuer Company or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the HolderHolders of Notes, within sixty (60) 30 days after the date the payment of any Taxes so deducted or withheld is madedue pursuant to applicable law, certified copies of Tax receipts tax receipts, if any, evidencing that such payment has been made by the Issuer Company or a such Guarantor, as applicable. The Company or any Guarantor shall indemnify and hold harmless each Holder or beneficial owner of Notes (without duplication) that are outstanding on the date of the required payment (other than an Excluded Holder) and upon written request reimburse each such Holder or beneficial owner (other than an Excluded Holder) for the amount of: (i) any Taxes so levied or imposed and paid by such Holder or beneficial owner (without duplication) as a result of payments made under or with respect to the Notes, and (ii) any Taxes imposed with respect to any reimbursement under Section 4.19(a) hereof, in each case may bewithout duplication of any payment made by the Company or a Guarantor pursuant to Section 4.19(a) hereof ((i) and (ii) collectively, a copy of “Reimbursement Payment”). (c) At least 30 days prior to each date on which any return reporting such payment under or other evidence of such payment reasonably satisfactory with respect to the HolderNotes is due and payable, if the Company becomes obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts shall be payable, and the amounts so payable and 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. (d) 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 or a redemption of Notes, (iii) interest, or (iv) any other amount payable on or with respect to any of the Notes or the Note Guarantees, such mention shall be deemed to include mention of the payment of Additional Amounts and Reimbursement Payments provided for in this Section 4.19 to the extent that, in such context, Additional Amounts or Reimbursement Payments are, were or would be payable in respect thereof.

Additional Amounts. All (a) Any and all payments and deliveries made by the Company to or on behalf for the account of the Issuer or any of the Guarantors (includingHolder hereunder, in each caseother than an Excluded Holder, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding deduction, for any and all present or deduction forfuture income, excise, stamp or franchise taxes and other taxes, fees, duties, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto of any nature whatsoever imposed by any taxing authority including, without limitation, any penalties, interest or additions to tax with respect thereto, excluding, in the case of each Holder, taxes imposed on its net income or franchise taxes imposed in lieu of a tax on net income, receipts by the jurisdiction under the laws of which a Holder is organized or maintained or any political subdivision thereof (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings, and liabilities being hereinafter referred to as "Taxes"). If the Company is required by law to withhold or deduct any amount for or on account ofof Taxes from any payment made under or with respect to the Securities, any present or future Taxes, unless the Company shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction is required by applicable Laws. If any applicable Law requires will not be less than the deduction amount the Holder would have received if such Taxes had not been withheld or withholding of any Tax from any deducted; [provided that no Additional Amounts shall be payable with respect to a payment made to a Holder to the extent solely attributable to (i) such payment (Holder not being treated as determined in dealing at arm's length with the good faith discretion Company within the meaning of the Issuer, any GuarantorIncome Tax Act (Canada) at the time of making such payment, or (ii) such Holder's being connected with Canada or any other applicable withholding agentprovince or territory thereof otherwise than solely by reason of the Holder's activity in connection with purchasing the Securities, by the mere holding of Securities or by reason of the receipt of payments thereunder (collectively, Persons described in clauses (i) and (ii) of this Section 1029(a) are "Excluded Holders"), then the applicable withholding agent shall be entitled to . The Company will also (1) make such deduction withholding or withholding deduction, and shall timely pay (2) remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding law]. (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. b) The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor Company shall furnish to the HolderHolders, within sixty (60) 30 calendar days after the date the payment of any Taxes so deducted or withheld is madedue pursuant to the applicable law, certified copies of Tax tax receipts evidencing such payment by the Issuer Company. The Company shall upon written request of each Holder (other than an Excluded Holder), reimburse each 110 such Holder for the amount of (i) any Taxes so levied or imposed and paid by such Holder as a Guarantorresult of payments made under or with respect to the Securities, and (ii) any Taxes so levied or imposed with respect to any reimbursement under foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to the Securities) after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed; provided, however, no reimbursement shall be made in respect of Taxes for which no Additional Amounts would be payable by reason of clause (i) or (ii) of the second preceding sentence of Section 1029(a). (c) In addition, the Company agrees to pay any and all present or future stamp or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under this Indenture. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, or interest, or any other amount payable under or with respect to any Securities, 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 Holders, by acceptance of a Note, and the Company agree that the payment of any Additional Amounts by the Company shall be treated as payments of interest. (e) If the Company fails to pay any Taxes when due to the appropriate taxing authority or fails to remit the required receipts or other required documentary evidence, the Company shall indemnify the Holders for any incremental Taxes, interest or penalties that may become payable by any Holder, other than an Excluded Holder, as the case may be, a copy result of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holderfailure.

Additional Amounts. All payments and deliveries made by or on behalf Unless otherwise specified in any Board Resolution establishing the terms of the Issuer or any Subordinated Debt Securities of the Guarantors (includinga series in accordance with Section 3.01, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall be made free and clear ofall amounts of principal, and premium, if any, and interest, if any, on any series of Subordinated Debt Securities will be paid by the Company without deduction or withholding or deduction for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or future Taxeswithholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction or withholding or deduction is required by applicable Lawslaw. If any applicable Law requires the deduction or withholding of any Tax from such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction, the Company will pay such payment (as determined in the good faith discretion of the Issuer, any Guarantoradditional amounts of, or in respect of, the principal amount of, premium, if any, and interest, if any, on any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such series of Subordinated Debt Securities (“Additional Amounts Amounts”) as may be necessary so in order that the net amounts paid to the Holders of Subordinated Debt Securities of the particular series, after making such deduction or withholding (including such deductions withholding, shall equal the respective amounts of principal, premium, if any, and withholdings applicable to the Additional Amounts)interest, the beneficial owner of the Convertible Notes receives an amount equal to the sum it if any, which would have received been payable in respect of such Subordinated Debt Securities had no such deduction or withholding been made. The Issuer required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable or due but for the fact that: (i) the Holder or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing beneficial owner of the Subordinated Debt Security is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of a Subordinated Debt Security, or the collection of any payment of (or in respect of) principal of, premium, if any, or interest, if any, on any Taxes so deducted or withheld. The Issuer or Subordinated Debt Security of the relevant Guarantor shall furnish to series; (ii) except in the Holdercase of a winding-up of the Company in the United Kingdom, within sixty the relevant Subordinated Debt Security is presented (60where presentation is required) for payment in the United Kingdom; (iii) the relevant Subordinated Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the same for payment at the close of such 30 day period; or (iv) the Holder or the beneficial owner of the relevant Subordinated Debt Security or the beneficial owner of any payment of (or in respect of) principal of, premium, if any, or interest, if any, on such Subordinated Debt Security failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), 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, assessment or other governmental charge; (v) the withholding or deduction is imposed on a payment to or for the benefit of an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; (vi) the relevant Subordinated Debt Security is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the relevant Subordinated Debt Security to another paying agent in a Member State of the European Union; or (vii) any combination of subclauses (i) through (vi) above; nor shall Additional Amounts be paid with respect to the principal of, premium, if any, and interest on, the Subordinated Debt Securities to any Holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of any Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary 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. Whenever in this Subordinated Debt Securities Indenture there is mentioned, in any context, the payment of the principal (and premium, if any) or interest, if any, on, or in respect of, any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy Subordinated Debt Security of any return reporting series such mention shall be deemed to include mention of the payment or other evidence of such payment reasonably satisfactory Additional Amounts provided for in this Section to the Holderextent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

Additional Amounts. All payments and deliveries made by or on behalf in respect of the Issuer or any of Guarantee Payments (including interest accrued thereon, if any) by the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document Guarantor shall be made free and clear of, and without withholding or deduction for, for or on account of, any present or future Taxes, unless the withholding or deduction of such Taxes is required by law or by official interpretation or administration of applicable law. If the Guarantor is required to withhold or deduct any amount for or on account of certain Taxes imposed or levied on behalf of any Taxing Jurisdiction, the Guarantor shall pay, as further Guarantee Payments, such additional amounts as may be necessary in order that the net amounts received by a Holder (or a third party on its behalf) after such withholding or deduction will not be less than the amount that the Holder would have received in respect of the Guarantee Payments (including interest accrued thereon, if any) in the absence of such withholding or deduction (“Additional Amounts”), except that the obligation to pay such Additional Amounts shall not apply to (i) any Taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant Holder, if the relevant Holder is an estate, nominee, trust or corporation) and the Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Taxing Jurisdiction) other than by the mere ownership or holding of the Company Preferred Securities or the Guarantee or enforcement of rights under the Company Preferred Securities or the Guarantee or under the receipt of payments in respect of the Company Preferred Securities or the Guarantee; (ii) any estate, inheritance, gift, sales, transfer, personal property tax or similar tax, assessment or governmental charge; (iii) any Taxes payable otherwise than by withholding from payments of dividends and other amounts due on the Company Preferred Securities or the Guarantee; (iv) any Taxes that would not have been imposed if the Holder had made a declaration of nonresidence or any other claim or filing for exemption to which it is entitled (provided that (a) a declaration of non-residence or other claim or filing for exemption is required by the applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion law of the IssuerTaxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (b) 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 is required under the applicable law of the Taxing Jurisdiction, any Guarantorthe Holder at that time has been notified by the Company, the Guarantor or any other applicable withholding agentperson through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made), then ; (v) any Taxes imposed as a result of the applicable withholding agent shall be presentation of a certificate for the Company Preferred Security for payment (where presentation is required) more than 30 days after the relevant payment is first made available to the Holder (except to the extent that the Holder would have been entitled to receive Additional Amounts had the relevant certificate been presented on the last day of such 30-day period); or (vi) any combination of items (i) through (v) above. Additional Amounts will also not be payable where, had the beneficial owner of the Company Preferred Securities been the holder, it would not have been entitled to payment of Additional Amounts by reason of items (i) to (vi) inclusive above. The Guarantor will (i) make such any required withholding or deduction or withholding and shall timely pay (ii) remit the full amount deducted or withheld to the relevant Governmental Authority Taxing Jurisdiction in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw. The Issuer or the relevant Guarantor shall will use its all reasonable efforts to obtain Tax certified copies of tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheldwithheld from each Taxing Jurisdiction imposing such Taxes and will provide such certified copy to Holders, upon request. The Issuer Guarantor will attach to each certified copy a certificate stating: (a) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the Guarantee, and (b) the amount of such withholding Taxes paid per relevant Preferred Security. Copies of this documentation will be available at the office of the Paying Agent during regular business hours for inspection upon request. At least 30 days prior to each Dividend Payment Date (unless an obligation to pay Additional Amounts arises shortly before or after the relevant 30th day prior to that date, in which case it will be promptly thereafter) if there has been a change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Guarantor shall furnish to the Holder, within sixty Paying Agent (60with a copy to the Registrar) days after an Officer’s Certificate instructing the date the payment Paying Agent as to whether any Guarantee Payment shall be made to Holders without withholding or deduction for or on account of any Taxes Taxes. If any such withholding or deduction shall be required, then such Officer’s Certificate shall specify by country the amount required to be withheld or deducted on such payments to such Holders and shall certify the fact that Additional Amounts shall be payable if a Guarantee Payment is due and the amounts so deducted payable to each Holder and will set forth any other information necessary to enable the Paying Agent to pay the Additional Amounts to Holders on the Dividend Payment Date, and the Guarantor shall pay to the Paying Agent, in case a Guarantee Payment is due, the Additional Amounts required to be paid by this Section 2.09. The Guarantor will pay any present or withheld is madefuture stamp, certified copies court or documentary taxes, or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of Tax receipts evidencing payment by the Issuer Company Preferred Securities or any other document or instrument referred to in the Company Preferred Securities (other than a Guarantortransfer of the Company Preferred Securities), as or the case may be, a copy receipt of any return reporting such payment or other evidence of such payment reasonably satisfactory payments with respect to the HolderGuarantees, excluding any taxes, charges or similar levies imposed by any jurisdiction that is not a Taxing Jurisdiction that has imposed or levied taxes resulting in the requirement to pay Additional Amounts.

Additional Amounts. All (a) Except as required by law or by the official interpretation or administration thereof, the Borrower will make any and all payments and deliveries 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 Convertible Notes or any other Note Document shall be made this Agreement free and clear of, of and without withholding or deduction for, or on account of, for any and all present or future Taxes, unless such withholding Taxes imposed or deduction levied by a Taxing Jurisdiction. If the Borrower is required by applicable Laws. If law to withhold or deduct any applicable Law requires the deduction or withholding of any Tax such Taxes (including, without limitation, Personal Assets Taxes) from any such payment (as determined in the good faith discretion of the Issuer, any Guarantormade under, or any other applicable withholding agentwith respect to, the Loan, except as provided below in Section 2.08(b), then the applicable withholding agent sum payable by the Borrower shall be entitled increased by additional amounts ("ADDITIONAL AMOUNTS") as may be necessary so that after the Borrower has made all required withholdings and deductions (including withholdings and deductions applicable to additional sums payable under this Section 2.08), (i) the Lender receives an amount not less than the sum it would have received had no such withholdings and deductions been made, (ii) the Borrower shall make all such deduction or withholding withholdings and deductions and (iii) the Borrower shall timely pay the full amount withheld or deducted or withheld to the relevant Governmental Authority Taxing Jurisdiction in accordance with applicable law. The Borrower further agrees that, in the event the Financial Trustee is required by law and if to withhold or deduct any such Tax is an Indemnified TaxTaxes (including, then without limitation, Personal Assets Taxes) from any payment made under, or with respect to, the sum payable to Trust Notes, it will pay and/or reimburse, as the Holder shall be increased by case may be, the Financial Trustee, as Lender, for such Additional Amounts as may be necessary so that after making such deduction or withholding the net amount received by the Noteholders (including such deductions and withholdings applicable to the Additional Amounts) after such withholding or deduction will not be less than the amount the Noteholders would have received if such Taxes had not been required to be withheld or deducted. (b) Notwithstanding Section 2.08(a), the beneficial owner Borrower will not be obligated to make any payment pursuant to Section 2.08(a) or (d) in connection with any Tax that is, or is imposed due to, any of the Convertible Notes receives an amount equal to following (and for the sum it would have received had no avoidance of doubt, the term "Additional Amounts" shall not include any such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holder.amounts):

Additional Amounts. (a) The Company will duly and punctually pay the principal of (and premium, if any) and interest on the Notes in accordance with the terms of the Notes and the Indenture. (b) All payments and deliveries made by the Company or on behalf of the Issuer or any of Company on the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall will be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature unless such withholding or deduction is then required by applicable Lawslaw. If The Company hereby further agrees, subject to the limitations and exceptions set forth below, that if any applicable Law requires the deduction or withholding for any present or future taxes, duties, assessments or other governmental charges of Relevant Taxing Jurisdictions, shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any Tax from any amounts to be paid by the Company under the Notes, the Company will pay such payment additional amounts (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such “Additional Amounts Amounts”) as may be necessary so in order that the net amounts received by such holder of such Note, after making such deduction or withholding, shall be equal to the amount such holder would have received in respect of such payment in the absence of such withholding or deduction; provided, however, the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, duty, assessment or other governmental charge which would not have been imposed, deducted or withheld but for (a) 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 Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such deductions Note or enforcement of rights thereunder or the receipt of payments in respect thereof or (b) the presentation of a Note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and withholdings applicable payable or (y) the date on which payment thereof is duly provided for, whichever occurs later (except to the extent that the holder would have been entitled to Additional AmountsAmounts had the Note been presented during such 30 day period); (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or other governmental charge; (iii) any tax, duty, 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, Notes; (iv) any tax, duty, assessment or other governmental charge that is imposed, deducted or withheld by reason of the failure by the holder of the Note to comply with a request of the Company (a) to provide information, documents or other evidence concerning the nationality, residence or identity of the holder or (b) to make and deliver any declaration or other similar claim (other than a claim for refund of a tax, duty, assessment or other governmental charge withheld by the Company) or satisfy any information, certification, identification or reporting requirements, which, in the case of (a) or (b), is required or imposed by a statue, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, duty, assessment or other governmental charge; (v) any withholding or deduction imposed on a payment to an individual and required to be made pursuant to the European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000 on the taxation of savings income, or any law implementing or complying with, or introduced to conform to, these Directives; (vi) any tax, duty, assessment or other governmental charge that could have been avoided by the presentation (where presentation is required) by or on behalf of a holder of the relevant Note to another Paying Agent in a member state of the European Union; or (vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Note to any holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of the Convertible Notes receives an amount equal such payment to the sum extent that 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 would have received had no been the holder of such deduction Note. (c) At least ten days prior to each date on which any payment under or withholding been made. The Issuer with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the relevant Guarantor tenth day prior to such date, in which case it shall use its reasonable efforts be promptly thereafter), if the Company will be obligated to obtain Tax receipts from each Governmental Authority evidencing pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and such other information necessary to enable the Trustee to pay such Additional Amounts to holders on the payment date. Each such Officer’s Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. (d) If the Company conducts business in any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holderjurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, within sixty (60) days after the date the payment of any Taxes so deducted or withheld as a result, is made, certified copies of Tax receipts evidencing payment required by the Issuer law of such Additional Taxing Jurisdiction to deduct or a Guarantorwithhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes, as the case may be, a copy which would not have been required to be so deducted or withheld but for the conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision (including exclusions from the obligation to pay Additional Amounts) set forth in clause (b) above shall apply to such holders as if references in such provision to taxes included taxes imposed by way of deduction or withholding by any return reporting such payment Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein). (e) The Company will pay any present or future stamp, court or documentary taxes, or any other evidence excise or property taxes (other than net wealth taxes or similar taxes imposed on the holder irrespective of such payment reasonably holder’s investment in the Notes and based on the total net value of the holder’s property), charge or similar levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Notes or any other document or instrument in relation thereto (other than a transfer of the Notes), and the Company will agree to indemnify the holders for any such Taxes paid by such holders. (f) The foregoing obligations will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Company is organized or any political subdivision or taxing authority or agency thereof or therein. Upon request, the Company will provide the Trustee with documentation satisfactory to the HolderTrustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the holders of the Notes upon request.

Additional Amounts. All payments and deliveries made by or the Payor on behalf of the Issuer Notes or any of the Guarantors (including, in each case, any successor entity) under or Guarantor with respect to the Convertible Notes or any other Note Document shall its Guarantee will be made free and clear of, and without withholding or deduction for, or on account -account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Payor or any Guarantor or successor Guarantor is organised or otherwise considered resident for tax purposes or any political subdivision or governmental authority of any thereof or therein having power to tax, or (2) any jurisdiction from or through which payment on the Notes or any of the Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), unless such the withholding or deduction of such Taxes is then required by applicable Lawslaw. If any applicable Law requires the deduction or withholding for, or on account of, any Taxes of any Tax Relevant Taxing Jurisdiction shall at any time be required from any such payment (as determined in payments made with respect to the good faith discretion Notes or the Guarantees, including, without limitation, payments of principal, Redemption Price, interest or premium, if any, the Issuer, any Payor or the relevant Guarantor, or any other applicable withholding agent)as applicable, then will pay (together with such payments) such additional amounts (the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such “Additional Amounts Amounts”) as may be necessary so in order that after making the net amounts received in respect of such deduction or withholding (including such deductions and withholdings applicable to payments by the Additional Amounts), the beneficial owner Holders of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a GuarantorTrustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to: (1) withholding or deduction imposed or levied by or on behalf of a copy Relevant Taxing Jurisdiction upon any payments to a Holder or beneficial owner who is liable for such Taxes in respect of the Notes by reason of the Holder (or a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) or beneficial owner having any return reporting present or former connection with such payment Relevant Taxing Jurisdiction (including, without limitation, being resident for tax purposes, being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Relevant Taxing Jurisdiction) other than a connection arising from the acquisition, ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect of the Notes or with respect to any Guarantee; (2) any Taxes that would not have been imposed if the Holder or beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other evidence claim or filing for exemption is required by the applicable law of the applicable Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment reasonably date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the applicable Relevant Taxing Jurisdiction, the relevant Holder or beneficial owner at that time has been notified in writing by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, if any, on the Notes or with respect to any Guarantee; (6) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed on a payment to an individual and required to be made pursuant to the Directive or any law implementing or complying with, or introduced in order to conform to, such Directive; (8) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to, or otherwise accept payment from, another paying agent in a member state of the European Union; (9) any Taxes imposed, deducted or withheld pursuant to section 1471(b) of the Code or otherwise imposed pursuant to sections 1471 through 1474 of the Code, in each case, as of the Issue Date (and any amended or successor version that is substantively comparable), any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing an intergovernmental agreement relating thereto; or (10) any combination of clauses (1) through (9) above. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (10) inclusive above. Upon request, the Issuer will provide the Trustee with documentation satisfactory to the HolderTrustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. (a) All payments of principal of, and deliveries made by or premium (if any) and interest on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document under the Subsidiary Guarantees shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company, a Surviving Person or the applicable Subsidiary Guarantor is organized or resident for tax purposes or any political subdivision or taxing authority thereof or therein (each, as applicable, a “Relevant Taxing Jurisdiction”) or any jurisdiction through which payment is made by or on behalf of the Company, a Surviving Person or the applicable Subsidiary Guarantor, as the case may be, or any political subdivision or taxing authority thereof or therein (together with the Relevant Taxing Jurisdictions, the “Relevant Jurisdictions”), 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 is so required, the Company, a Surviving Person or the applicable Laws. If Subsidiary Guarantor, as the case may be, shall 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 payable: (i) for or on account of: (A) any applicable Law requires tax, duty, assessment or other governmental charge that would not have been imposed but 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 a 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 (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; or (3) the failure of the Holder or beneficial owner to comply with a timely request of the Company, a Surviving Person or any Subsidiary Guarantor addressed to the 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 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; (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, duty, assessment or other governmental charge to the extent such tax, duty, assessment or other governmental charge results from the presentation of the Note (where presentation is required) for payment and the payment can be made without such withholding or deduction by the presentation of the Note for payment elsewhere; (E) 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 U.S. Treasury Regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA (an “IGA”), any law, regulation or other official guidance implementing FATCA or an IGA, or any agreement with the U.S. Internal Revenue Service under FATCA; (F) 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 Notes or payments under the Subsidiary Guarantees; or (G) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B), (C), (D), (E) and (F); or (ii) to a Holder that is a fiduciary, partnership, limited liability company or person other than the sole beneficial owner of any Tax from any payment to the extent that such payment (as determined would be required to be included for tax purposes in the good faith discretion income under the laws of a Relevant Jurisdiction of a beneficiary or settlor with respect to the Issuer, any Guarantorfiduciary, or any other applicable withholding agent), then the applicable withholding agent shall be a member of that partnership or limited liability company 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) The Company shall (i) make such withholding or deduction or withholding and shall timely pay (ii) remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw. The Issuer or the relevant Guarantor Company shall use its make reasonable efforts to obtain Tax certified copies of tax receipts from each Governmental Authority evidencing the payment of any Taxes taxes so deducted or withheldwithheld from the Relevant Jurisdiction imposing such taxes. The Issuer or the relevant Guarantor Company shall furnish to the HolderHolders and the Trustee, within sixty (60) 90 days after the date the payment of any Taxes taxes so deducted or withheld is madedue pursuant to applicable law, either certified copies of Tax tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or or, if such receipts are not obtainable, other evidence of such payments. (c) At least 30 days prior to each date on which any payment reasonably satisfactory under or with respect to the HolderNotes is due and payable, if the Company or any Subsidiary Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be as soon as practicable thereafter), the Company or such Subsidiary Guarantor shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts shall be payable and the amounts so payable and shall set forth such other information necessary to enable the Paying and Transfer Agent to pay such Additional Amounts to the Holders on such payment date. (d) In addition, the Company shall pay any stamp, issue, registration, documentary, value added or other similar taxes and other duties (including interest and penalties) payable in any Relevant Jurisdiction in respect of the creation, issue, offering, execution or enforcement of the Notes, or any documentation with respect thereto (other than such taxes imposed on a transfer of Notes other than the initial resale by the Initial Purchasers). (e) 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, 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.

Additional Amounts. (a) All payments and deliveries made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) makes under or with respect to the Convertible Notes or any other Note Document shall be made free and clear of, of and without withholding or deduction forfor or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which the Issuer is organized, resident or doing business for tax purposes or from or through which it (or its agents, including the Paying Agent) makes any payment on this Note or by or within any department, political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or other applicable withholding agent 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, the Issuer shall pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each beneficial owner of the Notes after such withholding or deduction (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such Taxes had not been withheld or deducted. (b) The Issuer shall not, however, pay Additional Amounts in respect or on account of: (i) any Taxes, any to the extent such Taxes are imposed or levied by a Relevant Taxing Jurisdiction by reason of the Holder’s or beneficial owner’s present or future former connection with such Relevant Taxing Jurisdiction (other than the mere receipt, ownership, holding or disposition of this Note, or by reason of the receipt of any payments in respect of any Notes, or the exercise or enforcement of rights under any Notes); (ii) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of this Note, following the Issuer’s written request addressed to the Holder or beneficial owner, 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, such 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); (iii) any estate, inheritance, gift, sales, transfer, capital gains, wealth, personal property or similar Taxes; (iv) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to this Notes; (v) any Tax imposed on or with respect to any payment by the Issuer 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 such Taxes would not have been imposed on such payment had such beneficial owner been the holder of such Note; (vi) any Tax that is imposed on or with respect to a payment made to 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, unless 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 to the Holder (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 30-day period); (viii) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the European Council Directive 2003/48/EC, as amended or supplemented from time to time, including through European Council Directive 2014/48/EC 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 law implementing or complying with, or introduced in order to conform to, any such Directive; (ix) any U.S. federal withholding Taxes or equivalent thereof imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986 as of the Issue Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder or other official administrative interpretations thereof and any agreements entered into pursuant to current Section 1471(b)(1) of the Internal Revenue Code of 1986 as of the Issue Date (or any amended or successor version described above), and including (for the avoidance of doubt) any intergovernmental agreements (and any law, regulation, rule or practice implementing any such intergovernmental agreement) in respect of the foregoing; or (x) any combination of the foregoing. (c) If the Issuer is the applicable withholding agent, the Issuer shall (i) make such withholding or deduction as is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment law and (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay ii) remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to this Note is due and payable, if the Issuer shall be obligated to pay Additional Amounts with respect to such Tax is an Indemnified Tax, then payment (unless such obligation to pay Additional Amounts arises after the sum payable 30th day prior to the Holder date on which payment under or with respect to this Note is due and payable, in which case it will be promptly thereafter), the Issuer shall be increased by deliver to the Trustee, with a copy to the Paying Agent, an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Paying Agent to pay such Additional Amounts to the Holders on the payment date. The Trustee 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 12.02 of the Indenture stating that such Additional Amounts will be payable and describing the obligation to pay such amounts. Such Additional Amounts may be necessary so paid by the Issuer, at its option, in the form of cash or Additional Notes. To the extent that after making such the Issuer or any applicable withholding agent is required by law or by the interpretation or administration thereof to make any deduction or withholding (including such deductions and withholdings applicable to from any payment of interest on this Note or any payment of an Additional Amount which, in either case, is made through the issuance of Additional Amounts)Notes, the beneficial owner foregoing provisions shall apply with respect to such withholding or deduction requirement, mutatis mutandis. In addition, the Issuer shall pay any present or future stamp, issuance, 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 Convertible Notes receives an amount equal execution, issue, delivery or registration of this Note or any other document or instrument referred to thereunder, or (ii) the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment receipt of any Taxes so deducted payments under or withheldwith respect to, or enforcement of, this Note. The Upon written request, the Issuer or the relevant Guarantor shall will furnish to the Holder, Trustee or the Principal Paying Agent or a Holder within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, a reasonable time certified copies of Tax tax receipts evidencing any payment by the Issuer of any Taxes imposed or levied by a GuarantorRelevant Taxing Jurisdiction, in accordance with the procedures described in Section 12.02 of the Indenture, in such form as provided in the normal course by the taxing authority imposing such Taxes. If, notwithstanding the efforts of the Issuer to obtain such receipts, the same are not obtainable, the Issuer will provide the Trustee or such Holder with other evidence reasonably satisfactory to the Trustee or holder of such payments by the Issuer. If requested by the Trustee or the Principal Paying Agent, the Issuer will provide to the Trustee or the Principal Paying Agent, as the case may be, a copy such information as may be reasonably available to the Issuer (and not otherwise in the possession of the Trustee or the Principal Paying Agent, as applicable) to enable determination of the amount of any return reporting withholding Taxes attributable to any particular Holder(s). (e) Whenever the Indenture or this Note refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to this Note, such reference includes the payment of Additional Amounts, if applicable. (f) The preceding provisions will survive any termination, defeasance or other evidence discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to any of the Issuer is organized, resident or doing business for tax purposes or any jurisdiction from or through which any such person (or its agents, including the Paying Agent) makes any payment reasonably satisfactory on this Note and any department, political subdivision or governmental authority of or in any of the foregoing having the power to the Holdertax.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of the Guarantors (including, in each case, any successor entitya “Payor”) under or with respect to the Convertible Notes Notes, including, but not limited to, payments of principal (including, if applicable, the Fundamental Change Repurchase Price and the Redemption Price), payments of interest and deliveries of Common Stock or any other Note Document Reference Property and/or payments of cash, in each case, upon conversion, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any jurisdiction (other than the United States of America or any state or other political subdivision thereof) in which the Payor is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or, in each case, any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by applicable Lawslaw or by regulation or governmental policy having the force of law. If any applicable Law requires In the deduction or withholding of any Tax from event that any such payment withholding or deduction is so required, the Payor shall pay such additional amounts (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such “Additional Amounts Amounts”) as may be necessary so to ensure that the net amount received by the beneficial owner after making such withholding or deduction (and after deducting or withholding (including such deductions and withholdings applicable to any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable: (i) for or on account of: (A) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction, other than merely holding such Note or the receipt of payments thereunder, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (2) the presentation of such Note by the Holder (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 (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) and interest on, such Note or the delivery of Common Stock and other Reference Property and/or payments of cash, in each case, upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for; or (3) the failure of the Holder or beneficial owner to comply with a timely request from the Payor to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner; (B) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (C) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments under or with respect to the Notes; (D) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; (E) any tax, duty, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment, if such payment could have been made without such withholding or deduction by at least one other Paying Agent; or (F) any combination of taxes referred to in the preceding clauses (A), (B), (C), (D) and (E), or (ii) with respect to any payment of the principal of (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) and interest on, such Note or the delivery of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that 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) In the event that (i) the taxing authority of a Relevant Taxing Jurisdiction determines that amounts should have been withheld or deducted in respect of any payments or deliveries under or with respect to the Notes in excess of any amounts that were actually withheld or deducted by the Payor, and (ii) the Payor would have been required to pay Additional Amounts if such amounts had been withheld or deducted, then the Payor shall indemnify each beneficial owner of the Convertible Notes receives Notes, on an after-tax basis, for any and all losses incurred as a result of its failure to make such withholdings and deductions and to pay Additional Amounts; provided that (i) only direct losses (and no consequential losses or damages) shall be recoverable pursuant to this Section 4.09(b), (ii) no indemnification shall be required pursuant to this Section 4.09(b) unless and until such beneficial owner has exhausted all reasonable remedies available to it to reduce or eliminate the amount equal of such losses, and (iii) as a condition of such indemnification such beneficial owner shall reasonably assist the Payor in any attempt the Payor may make to seek to secure a reduction or refund of any such amounts, which reduction or refund shall be for the account of the Payor to the sum it would have received had no extent of any indemnification previously provided to such beneficial owner. (c) If the Payor is required to make any deduction or withholding been made. The Issuer or from any payments with respect to the Notes, the Payor will deliver to the Trustee official tax receipts evidencing the remittance to the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing tax authorities of the payment of any Taxes amounts so withheld or deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the HolderTrustee. (d) Any reference in this Indenture or the Notes in any context to the delivery of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion of any Note or the payment of principal of (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) and interest on, any Note or any other amount payable with respect to such Note, shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Section 4.09. (e) The obligations under this Section 4.09 shall survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which the Payor is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or, in each case, any political subdivision or taxing authority thereof or therein).

Additional Amounts. (a) All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors surviving entity described under Section 5.01 hereof (including, in each case, any successor entitythe “Surviving Person”) under or with respect to (including any principal of, and premium (if any) and interest on) the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (“Taxes”) imposed or levied by or within any jurisdiction in which the Issuer or the Surviving Person is organized, resident or doing business for tax purposes or any jurisdiction from or through which payment is made (including the jurisdiction of any Paying Agent), or, in each case, any political subdivision or taxing authority thereof or therein (each, as applicable, a “Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. (b) In the event that any such withholding or deduction is so required, the Issuer or the Surviving Person, as the case may be, shall make such withholding or deduction, make payment of the amount so withheld or deducted to the appropriate governmental authority as required by applicable Laws. If law and pay such additional amounts (“Additional Amounts”) as shall result in receipt of such amounts that would have been received had no such withholding or deduction been required, provided that no Additional Amounts shall be payable with respect to any applicable Law requires Note: (1) for or on account of: (A) any Taxes that would not have been imposed but for: (i) the deduction or withholding existence of any present or former connection between the Holder or Beneficial Owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possession of power over, such Holder or Beneficial Owner, if such Holder or Beneficial Owner is an estate, a trust, a partnership, or a corporation) of such Note, as the case may be, and the Relevant Jurisdiction, including without limitation, such Holder or Beneficial Owner being or having been a citizen, domiciliary or resident of such Relevant Jurisdiction, being or having been treated as a resident of such Relevant Jurisdiction, being or having been present or engaged in a trade or business in such Relevant Jurisdiction or having or having had a permanent establishment in such Relevant Jurisdiction, other than any connection arising from the mere receipt, ownership, holding or disposition of the Notes or the receipt of payments thereunder or merely by reason of the exercise or enforcement of rights under any Notes; (ii) the presentation of such Note (where presentation is required) more than 30 days after the later of the date on which the payment of the principal of, or premium (if any) or 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 or Beneficial Owner of such Note to comply with a timely request of the Issuer or the Surviving Person addressed to such Holder or Beneficial Owner to provide information or other evidence concerning such Holder’s or Beneficial Owner’s nationality, residence, identity or connection with the Relevant Jurisdiction if such information or other evidence is required by applicable law to obtain an exemption from, or reduction in the rate of, Tax; or (iv) the presentation of any Note for payment by or on behalf of a Holder of Notes who would have been able, without unreasonable cost, effort or delay, to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent; (B) any estate, inheritance, gift, sales, transfer, capital gains, personal property or similar Tax or any excise Tax imposed on the transfer of Notes; (C) any Taxes that are payable other than by withholding or deduction from payments of principal of, or premium (if any) or interest on the Note; (D) any tax, duty, assessment or other governmental charge which is required to be deducted or withheld under Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, or any amended or successor versions of such Sections (“FATCA”), any regulations or other guidance thereunder, or any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; or (E) any combination of Taxes referred to in the preceding clauses (A), (B), (C) and (D); or (2) with respect to any payment of the principal of, or premium (if any) or interest on, such Note to or for the account of a fiduciary, partnership, limited liability company or other fiscally transparent entity or any other person (other than the sole Beneficial Owner of such payment) to the extent that a beneficiary or settlor with respect to that fiduciary, or a partner or member of that partnership or an interest Holder in that limited liability company or fiscally transparent entity or a Beneficial Owner with respect to such other person, as the case may be, would not have been entitled to such Additional Amounts had such beneficiary, settlor, partner, member, interest Holder or Beneficial Owner held directly the Note with respect to which such payment was made. (as determined in c) In addition to the good faith discretion of foregoing, the IssuerIssuer and the Surviving Person shall pay and indemnify the Holder for any present or future stamp, any Guarantorissue, registration, court, property, transfer or documentary taxes, or any other applicable withholding agent)excise or property taxes, then charges or similar levies or taxes (including without limitation, interest and penalties with respect thereto) levied by any Relevant Jurisdiction on the applicable withholding agent execution, delivery, registration or enforcement of any of the Notes, this Indenture or any other document or instrument referred to therein. (d) If the Issuer or the Surviving Person, as the case may be, becomes aware that it shall be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer or the Surviving Person, as the case may be, shall deliver to the Trustee on a date that is at least three (3) Business Days prior to the date of that payment (unless the obligation to pay Additional Amounts arises, or the Issuer or the Surviving Person becomes aware of such obligation, after the third day prior to that payment date, in which case the Issuer or the Surviving Person, as the case may be, shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts shall be payable and the amount estimated to be payable. The Officer’s Certificate must 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 make rely solely on such deduction or withholding Officer’s Certificate as conclusive proof that such payments are necessary and shall timely pay not be responsible for the calculation of any Additional Amounts. Upon request, the Issuer or the Surviving Person shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. (e) The Issuer or the Surviving Person shall make all withholdings and deductions required by law and shall remit the full amount deducted or withheld to the relevant Governmental Authority tax authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw. The Issuer or the relevant Guarantor Surviving Person shall use its reasonable efforts provide to obtain Tax the Trustee an official receipt or, if official receipts from each Governmental Authority are not obtainable, other documentation reasonably satisfactory to the Trustee evidencing the payment of any Taxes so deducted or withheld. The Issuer or Upon request, the relevant Guarantor Trustee shall furnish make available to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified Holders copies of Tax those receipts evidencing payment by the Issuer or a Guarantorother documentation, as the case may be. (f) Whenever there is mentioned in any context the payment of principal of, a copy and any premium or interest on, any Note, such mention shall be deemed to include payment of any return reporting such payment or other evidence of such payment reasonably satisfactory Additional Amounts provided for in this Indenture to the Holderextent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (g) The obligations set forth in this Section 4.09 shall survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or Beneficial Owner of its Notes, and shall apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer is organized, resident or doing business for tax purposes or any jurisdiction from or through which payment is made.

Additional Amounts. All payments and deliveries made by or the Payor on behalf of the Issuer Notes or any of the Guarantors (including, in each case, any successor entity) under or Guarantor with respect to the Convertible Notes or any other Note Document shall its Guarantee will be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of (1) any jurisdiction in which the Payor or any Guarantor or successor Guarantor is organized or otherwise considered resident for tax purposes or any political subdivision or governmental authority of any thereof or therein having power to tax, or (2) any jurisdiction from or through which payment on the Notes or any of the Guarantees is made, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), unless such the withholding or deduction of such Taxes is then required by applicable Lawslaw. If any applicable Law requires the deduction or withholding for, or on account of, any Taxes of any Tax Relevant Taxing Jurisdiction shall at any time be required from any such payment (as determined in payments made with respect to the good faith discretion Notes or the Guarantees, including, without limitation, payments of principal, Redemption Price, interest or premium, if any, the Issuer, any Payor or the relevant Guarantor, or any other applicable withholding agent)as applicable, then will pay (together with such payments) such additional amounts (the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such “Additional Amounts Amounts”) as may be necessary so in order that after making the net amounts received in respect of such deduction or withholding (including such deductions and withholdings applicable to payments by the Additional Amounts), the beneficial owner Holders of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a GuarantorTrustee, as the case may be, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to: (1) any Taxes imposed or levied by or on behalf of a copy Relevant Taxing Jurisdiction upon any payments to a Holder or Beneficial Owner who is liable for such Taxes in respect of the Notes by reason of the Holder (or a fiduciary, settlor, beneficiary, member, partner or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust, partnership, limited liability company or corporation) or Beneficial Owner having any return reporting present or former connection with such payment Relevant Taxing Jurisdiction (including, without limitation, being resident for tax purposes, being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Relevant Taxing Jurisdiction) other than a connection arising from the acquisition, ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect of the Notes or with respect to any Guarantee; (2) any Taxes that would not have been imposed if the Holder or Beneficial Owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other evidence claim or filing for exemption is required by the applicable law of the applicable Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment reasonably date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the applicable Relevant Taxing Jurisdiction, the relevant Holder or Beneficial Owner at that time has been notified in writing by the Payor or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (3) except in the case of the winding up of the Payor, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction (unless by reason of the Payor’s actions, presentment could not have been made elsewhere and except to the extent that the Holder would have been entitled to Additional Amounts had the Notes been presented elsewhere); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, if any, on the Notes or with respect to any Guarantee; (6) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge; (7) a Tax imposed in connection with a Note presented for payment by or on behalf of a Holder or Beneficial Owner who would have been able to avoid such Tax by presenting the relevant Note to, or otherwise accept payment from, another paying agent in a member state of the European Union; (8) any Taxes imposed, deducted or withheld pursuant to Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, in each case, as of the Issue Date (and any amended or successor version that is substantively comparable); any current or future regulations or agreements thereunder, official interpretations thereof or any law implementing an intergovernmental agreement relating thereto; or any treaty, law, regulation or other official guidance enacted in any other jurisdiction, facilitating implementation thereof; (9) all United States backup withholding taxes; (6) any Tax deducted, withheld or imposed in connection with the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) as amended from time to time; or (7) any combination of clauses (1) through (10) above. Such Additional Amounts will also not be payable where, had the Beneficial Owner of the Note been the Holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of clauses (1) to (11) inclusive above. Upon request, the Issuer will provide the Trustee with documentation satisfactory to the HolderTrustee evidencing the payment of Additional Amounts. Copies of such documentation will be made available to the Holders upon request.

Additional Amounts. All If the Company converts to, consolidates with, merges with or into, or sells, conveys, transfers or leases all or substantially all of its properties and assets to, any Person and the resulting, surviving or transferee Person is not organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia (such Person or any successor thereto, the “Successor Company”), then all payments and deliveries made by or on behalf of the Issuer or any of the Guarantors (includingby, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall Notes, including, but not limited to, payments of principal (including, if applicable, the Change of Control repurchase price), and payments of interest will be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by applicable Lawslaw. If any applicable Law requires the deduction or withholding for, or on account of, any Taxes of whatever nature imposed or levied by, or by a taxing authority within, any jurisdiction in which the Successor Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by or on behalf of the Successor Company for purposes of the tax law of that jurisdiction (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “relevant taxing jurisdiction”), the Successor Company will pay such additional amounts (the “additional amounts”) as may be necessary to ensure that the net amount received by the beneficial owner after such withholding or deduction (and after deducting or withholding any Taxes imposed or levied by a relevant taxing jurisdiction on the additional amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no additional amounts will be payable: (a) for or on account of: (1) any Tax to the extent such Tax would not have been imposed but for: (i) the existence of any present or former connection between the Holder or beneficial owner of such Note and the relevant taxing jurisdiction, other than merely holding such Note or the enforcement or receipt of payments thereunder or in respect of any Note, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such relevant taxing jurisdiction or treated as a resident thereof or being or having been physically present or engaged in 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 (including the Change of Control repurchase price, if applicable) 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 or beneficial owner would have been entitled to additional amounts had the Note been presented on the last day of such 30 day period); or (iii) the failure of the Holder or beneficial owner, to the extent they were legally entitled to do so, to comply with a timely request from the Successor Company to that Holder or beneficial owner, in writing at least 90 days before such withholding or deduction would be payable, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the relevant taxing jurisdiction, or to make any declaration or satisfy any other reporting requirement (to the extent such Holder or beneficial owner is legally eligible to do so) relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the relevant taxing jurisdiction in order to reduce or eliminate any withholding or deduction as to which additional amounts would have otherwise been payable to such Holder or beneficial owner; (2) any estate, inheritance, gift, sale, transfer, excise, personal property or similar Tax; (3) any Tax from to the extent such Tax is required to be imposed pursuant to European Council Directive 2003/48/EC 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 law implementing or complying with, or introduced in order to conform to, any such payment directives: (4) any Tax that is payable otherwise than by withholding or deduction from payments or deliveries under or with respect to the Notes; (5) any Tax required by sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as determined amended (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or (6) any combination of Taxes referred to in the good faith discretion preceding clauses (1) through (5); or (b) with respect to any payment of the Issuerprincipal of (including the Change of Control repurchase price, if applicable) and interest on, such Note to a Holder, if the Holder is a fiduciary, partnership or Person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in the income under the laws of the relevant taxing jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such additional amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. In addition to the foregoing, the Successor Company will pay and indemnify the Holder or beneficial owner for any Guarantorpresent or future stamp, issue, registration, transfer, court or documentary Taxes, or any other applicable withholding agentexcise 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 (other than on or in connection with a transfer of the Notes other than the initial sale by the Initial Purchasers) or any other document or instrument referred to therein, or the receipt of any payments with respect thereto (limited, solely in the case of Taxes attributable to the receipt of any payments with respect thereto, to any such Taxes imposed in a relevant taxing jurisdiction that are not excluded under clauses (a)(1) through (a)(3), then (a)(5) and (b) of this Section 2.14 or any combination thereof). If the applicable withholding agent Successor Company becomes aware that it will be obligated to pay additional amounts with respect to any payment under or with respect to the Notes, the Successor Company will deliver to the Trustee on a date at least 30 days prior to the date of payment (unless the obligation to pay additional amounts arises after the 30th day prior to that payment date, in which case the Successor Company 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 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. If the Successor Company is required to make such any deduction or withholding and shall timely pay the full amount deducted or withheld from any payments with respect to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified TaxNotes, then the sum payable Successor Company will deliver to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions Trustee and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the HolderHolders, within sixty (60) 60 days after the date the payment of any an Taxes so deducted or withheld is made, certified copies of Tax official tax receipts evidencing payment by the Issuer remittance to the relevant tax authorities of the amounts so withheld or a Guarantor, as the case may be, a copy of any return reporting such payment deducted or other evidence demonstrating the payment of such Tax. If the relevant deduction or withholding from a payment is required to be made by a Person other than the Company or its Paying Agent, the Company’s obligation to pay additional amounts will be conditioned on the Company’s receipt of prior, written notice thereof reasonably satisfactory to us from the HolderHolder or beneficial owner. Whenever there is mentioned in any context the payment of principal of (including the Change of Control repurchase price, if applicable) and interest on, any Note or any other amount payable with respect to such Note, such mention shall be deemed to include payment of additional amounts provided for in this Indenture to the extent that, in such context, additional amounts are, were or would be payable in respect thereof.

Additional Amounts. (a) All payments and deliveries made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Convertible Notes or any other Note Document shall be made free and clear of, of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which any Issuer is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless such Issuer is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If an Issuer is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, such Issuer shall pay additional amounts in cash (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) shall not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, none of the Issuers shall pay Additional Amounts to a Holder or beneficial owner of any Note: (i) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, holding or Disposition of the Notes or by reason of the receipt of payments thereunder or the exercise or enforcement of rights under any Notes or this Indenture); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following any Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, 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 is not resident in the Relevant Taxing Jurisdiction); (iii) in respect of any Tax imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date of this Indenture (or any amended or successor version of such sections that is substantively comparable), current or future Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code as of the date of this Indenture (or any amended or successor version described above), and any intergovernmental agreement (or related governmental regulations, rules or official administrative practices) implementing the foregoing; (iv) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (v) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (vi) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; and (vii) with respect to any combination of the items listed above. (c) The Issuers shall (i) make such withholding or deduction required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment law and (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay ii) remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been madelaw. The Issuer or the relevant Guarantor Issuers shall use its make reasonable efforts to obtain Tax certified copies of tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheldwithheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer or the relevant Guarantor Issuers shall furnish provide to the HolderTrustee, within sixty (60) days a reasonable time after the date the payment of any Taxes so deducted or withheld is madeare due pursuant to applicable law, either a certified copies copy of Tax tax receipts evidencing payment by such payment, or, if such tax receipts are not reasonably available to the Issuer or a GuarantorIssuers, as the case may be, a copy of any return reporting such payment or other documentation that provides reasonable evidence of such payment reasonably satisfactory by the Issuers. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuers shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuers shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuers shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing the obligations to pay such amounts. The Issuers, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder; and (ii) any Taxes levied or imposed by a Relevant Taxing Jurisdiction with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Hxxxxx would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification obligation provided for in this paragraph shall not extend to Taxes imposed for which the eligible Holder would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Hxxxxx received Additional Amounts with respect to such payments. In addition, the Issuers shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes and/or any other such document or instrument. (e) The obligations described under this Section 4.12 shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any successor Person to an Issuer and to any jurisdiction in which any such successor is organized or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (f) Whenever this Indenture or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference includes the payment of Additional Amounts or indemnification payments as described hereunder, if applicable.

Additional Amounts. All Any and all payments by each Guarantor hereunder, and deliveries made by any amounts on account of interest or on behalf of the Issuer or any of the Guarantors (includingdeemed interest, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall 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, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on net income or franchise taxes of Laurus by the jurisdiction in which such person is organized or has its principal office (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities, collectively or individually, “Taxes, unless such withholding or deduction is required by applicable Laws”). If any applicable Law requires the deduction Guarantor shall be required to deduct any Taxes from or withholding in respect of any Tax from any such payment sum payable hereunder to Lxxxxx, (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then i) the sum payable to the Holder shall be increased by such Additional Amounts as may be the amount (an “additional amount”) necessary so that after making such deduction or withholding all required deductions (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives additional sums payable under this Section 9) Laurus shall receive an amount equal to the sum it would have received had no such deduction or withholding deductions been made. The Issuer or , (ii) such Guarantor shall make such deductions and (iii) such Guarantor shall pay the full amount deducted to the relevant governmental authority in accordance with applicable law. In addition, each Guarantor agrees to pay to the relevant governmental authority in accordance with applicable law any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Guaranty (“Other Taxes”). Each Guarantor shall use its reasonable efforts deliver to obtain Tax receipts from each Governmental Authority evidencing the payment Laurus official receipts, if any, in respect of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days Other Taxes payable hereunder promptly after the date the payment of any such Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment Other Taxes or other evidence of such payment reasonably satisfactory acceptable to Lxxxxx. Each Guarantor hereby indemnifies and agrees to hold Lxxxxx harmless from and against Taxes and Other Taxes (including, without limitation, Taxes and Other Taxes imposed on any amounts payable under this Section 9) paid by such person, whether or not such Taxes or Other Taxes were correctly or legally asserted. Such indemnification shall be paid within ten (10) days from the Holderdate on which any such person makes written demand therefore specifying in reasonable detail the nature and amount of such Taxes or Other Taxes.

Additional Amounts. Section 6.05 of the Base Indenture shall be superseded by this ‎Section 4.05, and any reference in the Base Indenture to Section 6.05 shall be deemed to refer instead to this ‎Section 4.05. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to the Convertible Notes or Indenture and 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 other Note Document fractional ADS) upon conversion of the Notes, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident or doing business (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by applicable Lawslaw or by regulation or governmental policy having the force of law. If In the event that any applicable Law requires such withholding or deduction is so required, the Company or any successor to the Company shall pay to each Holder such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by the Holders after such withholding or deduction (and after deducting any taxes on the Additional Amounts) will equal the amounts that would have been received by such Holders had no such withholding or withholding deduction been required; provided that no Additional Amounts shall be payable: (i) for or on account of: (A) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) the existence of any Tax 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 (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 (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, unless the Holder would have 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 and to the extent that due and timely compliance with such request is required by statute, regulation 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 (as determined in the good faith discretion Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (B) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; (C) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under or with respect to the Notes; (D) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the IssuerCode (“FATCA”), any Guarantorcurrent or future Treasury regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law 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 applicable withholding agentgovernmental charges referred to in the preceding clauses (A), then (B), (C) or (D); or (ii) with respect to any payment of the applicable withholding agent 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 to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in 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 the 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 the Indenture or the Notes 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, 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 Note, shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable with respect to that amount pursuant to this ‎Section 4.05. (d) If the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Notes, it shall deliver to the Trustee, the Paying Agent and shall timely pay the full amount deducted or withheld Holders official tax receipts evidencing the remittance to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then tax authorities of the sum payable amounts so withheld or deducted. (e) The Trustee shall have no obligation to the Holder shall be increased by such determine whether any Additional Amounts as may be necessary so that after making such deduction are payable under the Indenture or withholding the amount thereof. (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner f) The foregoing obligations shall survive termination or discharge of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the HolderIndenture.

Additional Amounts. (a) All payments and deliveries made by or on behalf of that the Issuer or any of the Guarantors (including, in each case, any successor entity) Issuers make under or with respect to the Convertible Notes or any other Note Document that the Guarantors make under or with respect to the Guarantees shall be made free and clear of, of and without withholding or deduction forfor or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any Issuer or Guarantor is organized, resident or doing business for tax purposes or from or through which any of the foregoing (or its agents, including the Paying Agent) makes any payment on this Note or by or within any department, political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing Jurisdiction”), unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If either Issuer, a Guarantor or other applicable withholding agent 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, such Issuer or Guarantor, as the case may be, shall pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each beneficial owner of the Notes, after such withholding or deduction (including any withholding or deduction in respect of any Additional Amounts) will not be less than the amount the beneficial owner would have received if such Taxes had not been withheld or deducted. (b) None of the Issuers or Guarantors will, however, pay Additional Amounts in respect or on account of: (i) any Taxes, any to the extent such Taxes are imposed or levied by a Relevant Taxing Jurisdiction by reason of the Holder’s or beneficial owner’s present or future former connection with such Relevant Taxing Jurisdiction (other than the mere receipt, ownership, holding or disposition of this Note, or by reason of the receipt of any payments in respect of any Notes or any Guarantee, or the exercise or enforcement of rights under any Notes or any Guarantee); (ii) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of this Note, following the Issuers’ written request addressed to the Holder or beneficial owner, 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, such 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); (iii) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes, unless ; (iv) any Tax which is payable otherwise than by deduction or 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 any of the Issuers or Guarantors 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 such Taxes would not have been imposed on such payment had such beneficial owner been the holder of such Note; (vi) any Tax that is imposed on or with respect to a payment made to 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 or the United Kingdom; (vii) 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 to the Holder (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 30-day period); (viii) any U.S. federal withholding Taxes or equivalent thereof imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986 as of the Issue Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder or other official administrative interpretations thereof and any agreements entered into pursuant to current Section 1471(b)(1) of the Internal Revenue Code of 1986 as of the Issue Date (or any amended or successor version described above), and including (for the avoidance of doubt) any intergovernmental agreements (and any law, regulation, rule or practice implementing any such intergovernmental agreement) in respect of the foregoing; or (ix) any combination of the foregoing. (c) The Issuers and the Guarantors, if the applicable withholding agents, shall (i) make such withholding or deduction as is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment law and (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay ii) remit the full amount deducted or withheld to the relevant Governmental Authority authority in accordance with applicable law law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to this Note or any Guarantee is due and payable, if the Issuers or any Guarantor shall be obligated to pay Additional Amounts with respect to such Tax is an Indemnified Tax, then payment (unless such obligation to pay Additional Amounts arises after the sum payable 30th day prior to the Holder 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 Issuers shall be increased by deliver to the Trustee, with a copy to the Paying Agent, an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as may be is necessary so that after making to enable the Paying Agent to pay such deduction or withholding (including such deductions and withholdings applicable 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 Issuers shall promptly publish a notice in accordance with Section 12.02 of the Indenture stating that such Additional Amounts)Amounts will be payable and describing the obligation to pay such amounts. In addition, the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction Issuers or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy shall pay any present or future stamp, issuance, 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 return reporting payments under or with respect to, or enforcement of, this Note or any Guarantee. Upon written request, any of the Issuers or a Guarantor will furnish to the Trustee or a Holder within a reasonable time certified copies of tax receipts evidencing any payment by such payment 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 12.02 of the Indenture, in such form as provided in the normal course by the taxing authority imposing such Taxes. If, notwithstanding the efforts of such Issuer or Guarantor to obtain such receipts, the same are not obtainable, such Issuer or such Guarantor will provide the Trustee or such Holder with other evidence of such payment reasonably satisfactory to the HolderTrustee or holder of such payments by such Issuer or Guarantor. If requested by the Trustee, the Issuers and (to the extent necessary) any Guarantors will provide to the Trustee such information as may be reasonably available to such Issuers and the Guarantors (and not otherwise in the possession of the Trustee) to enable the determination of the amount of any withholding taxes attributable to any particular Holder(s). (e) Whenever the Indenture or this Note 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) This paragraph 2 will survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction (other than the United States, any state thereof or the District of Columbia) in which any successor Person to any of the Issuers or Guarantors is organized, resident or doing business for tax purposes or any jurisdiction from or through which any such person (or its agents, including the Paying Agent) makes any payment on this or any other Note (or any Guarantee) and any department, political subdivision or governmental authority of or in any of the foregoing having the power to tax.

Additional Amounts. All The Issuer, which shall include any Successor Company (as such term is defined in Section 5.01(a)(i)), shall make all its payments under or with respect to the Securities and deliveries made each Note Guarantor, which shall include any Successor Guarantor (as such term is defined in Section 5.01(b)(i)), shall make all payments under or with respect to the Note Guarantees free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter "Taxes") imposed or levied by or on behalf of the government of the Cayman Islands or any political subdivision or any authority or agency therein or thereof having power to tax, or within any other jurisdiction in which it is organized or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made (each a "Relevant Taxing Jurisdiction"), unless the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If the Issuer or any Note Guarantor is so required to withhold or deduct any amount for or on account of Taxes imposed by a copy Relevant Taxing Jurisdiction from any payment made under or with respect to the Securities or the Note Guarantees, the Issuer or the applicable Note Guarantor shall pay such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction shall not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply to (1) any Taxes that would not have been so imposed but for the existence of any return reporting present or former connection between the relevant Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder, if the relevant Holder is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding outside of the Cayman Islands of such Securities but including, without limitation, such relevant Holder (or such fiduciary, settlor, beneficiary, member or 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 (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; (3) 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 to comply with a request of the Issuer or any Note Guarantor, as the case may be, addressed to the Holder (x) to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or (y) to make and deliver any declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Issuer) or satisfy any information or reporting requirements, which, in the case of (x) or (y), 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, assessment or other governmental charge or (4) any tax, assessment or other governmental charge that is payable otherwise than by withholding from payment of principal of, premium, if any, or interest on such Securities; nor shall the Issuer or any Note Guarantor, as applicable, be required to pay Additional Amounts (a) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Securities for payment within 30 days after the date on which such payment or such Securities 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 Securities been presented on the last day of such 30-day period), (b) if, at the election of the relevant Holder, the payment of principal of (or premium, if any, on) or interest on such Securities could have been made through another paying agent without such deduction or withholding, or (c) with respect to any payment of principal of (or premium, if any, on) or interest on such Securities to any Holder who is a fiduciary, partnership or limited liability company that is treated as a partnership for U.S. federal income tax purposes 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 partnership or limited liability company that is treated as a partnership for U.S. federal income tax purposes or the beneficial owner of such payment reasonably satisfactory would not have been entitled to the HolderAdditional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Securities.

Additional Amounts. (a) All payments and deliveries to be made by or on behalf in respect of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall be made free and clear of, and without deduction or withholding or deduction for, for or on account of, any present taxes, duties, levies, imposts, charges, fees, deductions or future Taxeswithholdings, unless except to the extent such withholding or deduction is amounts are imposed by Applicable Law. (b) In the event that any Taxes are required by applicable Laws. If any applicable Applicable Law requires the deduction to be deducted or withholding of any Tax withheld from any such payment (as determined required to be made in the good faith discretion respect of the Issuer, any Guarantor, or any other applicable withholding agent)Notes, then the applicable withholding agent shall be entitled to make amount of such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder payment shall be increased by such additional amounts (“Additional Amounts Amounts”) as may be necessary so in order that after making such deduction the amount actually received by the applicable recipients or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives such payment in respect of such payment, after withholding or deduction for or on account of such Taxes, is an amount equal to the sum it amount that would have been received by the applicable recipient(s) or beneficial owner of such payment in respect of such payment had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of Taxes (including any Taxes payable in respect of such Additional Amounts) been required to be so deducted or withheld. . (c) The amount of any Taxes required to be withheld or deducted from any payment made in respect of the Notes under Applicable Law shall be withheld or deducted from such payment (as increased by any Additional Amounts) and paid to the taxing authority imposing such Taxes in accordance with Applicable Law. (d) Together with every payment made under this Indenture requiring the withholding of any Taxes, the Issuer or the relevant Guarantor shall furnish to the HolderTrustee a statement of the withholding being made, within sixty if any, in the form of a debit notice on account of tax withholding or other similar document which evidences that the withholding was duly made. (60e) As promptly as practicable thereafter, the Issuer shall provide the Trustee documentation satisfactory to the Trustee evidencing payment of Taxes in respect of which the Issuer has paid any Additional Amounts. (f) Copies of such documentation shall be made available to the Holders or any Paying Agent upon request therefor to the Trustee. (g) Notwithstanding the preceding sentences, no such Additional Amounts will (including Taxes payable in respect of such Additional Amounts) be payable in respect of: (1) any Tax assessed or imposed by reason of the applicable recipient or beneficial owner of such payment having any actual or deemed present or former connection between the recipient or beneficial owner of such payment and a Relevant Taxing Jurisdiction (including, without limitation, being a citizen of, carrying on business or having a permanent establishment in a Relevant Taxing Jurisdiction, being organized under the laws of a Relevant Taxing Jurisdiction, being an actual or deemed resident of a Relevant Taxing Jurisdiction or, in the case of Canada, dealing at non-arm’s length (for the purposes of the Income Tax Act (Canada)) with the payer of such payment); (2) any Taxes imposed on or measured by the applicable recipient or beneficial owner’s net income, capital franchise taxes and branch profits or similar taxes; (3) any estate, inheritance, gift, personal property, sales, use, excise, transfer or other similar Tax imposed with respect to such payment; (4) any such Taxes that would not have been imposed but for the failure of the applicable recipient or beneficial owner of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent (a) such compliance is required by Applicable Law or an applicable treaty as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes and (b) reasonably in advance of the first Payment Date with respect to which the obligor with respect to a payment shall apply this clause ‎(4), such obligor shall have notified each Holder in writing that taxes will be imposed unless an applicable compliance certification, identification, information, documentation or other reporting requirement is satisfied; (5) any such Taxes required to be withheld by any paying agent from any payment, if such Tax results from the presentation of such Note for payment (where presentation is required) and the payment can be made in a commercially reasonable manner without such withholding by the presentation of such Note to any other paying agent with respect to the Notes; (6) any Note presented for payment (where presentation is required) more than 30 days after the date relevant payment is first made available for payment to the payment of applicable recipient (except to the extent that such recipient would have been entitled to Additional Amounts had the Note been presented during such 30-day period); (7) any Taxes so deducted Tax payable other than by withholding or withheld is madededuction; (8) any U.S. federal withholding tax; (9) any tax, certified copies of Tax receipts evidencing payment assessment, withholding or deduction required by the Issuer FATCA, any current or a Guarantorfuture Treasury regulations or rulings promulgated thereunder, as the case may beany law, a copy of any return reporting such payment regulation or other evidence 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 agreement with the U.S. Internal Revenue Service pursuant to the implementation of FATCA; or (10) any combination of the circumstances described in clauses ‎(1) through ‎(9), nor will any Additional Amounts be paid with respect to any payment to a recipient who is a fiduciary, partnership, limited liability company or any Person other than the sole beneficial owner of such payment reasonably satisfactory to the Holderextent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or limited liability company or a beneficial owner would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been in the place of such recipient. (h) In addition, the Issuer shall pay any and all Other Taxes imposed by a Relevant Taxing Jurisdiction imposing such Other Taxes in accordance with Applicable Law. (i) The obligation to pay Additional Amounts will survive the repayment of the Notes and the sale or transfer of the Notes (or beneficial interests therein) by any investor. (j) For purposes of the provisions described in this ‎Section 2.12, the term “applicable recipient” means the direct nominee of any beneficial owner of the relevant Note, which holds such beneficial owner’s interest in such Note.

Additional Amounts. All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect pursuant to the Convertible Notes or any other Note Document Guarantee Payments shall be made free and clear of, and without withholding or deduction for, for or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed levied, collected, withheld or assessed by or within any supranational federation to which a jurisdiction in which the Guarantor is incorporated or organized ("Jurisdiction of Incorporation"), belongs or any Jurisdiction of Incorporation (or any political subdivision or taxing authority thereof or therein) or any jurisdiction in which the Guarantor is managed or has a place of business (each, a "Taxing Jurisdiction") or by or within any political subdivision thereof or any authority therein or thereof having power to tax, unless such withholding or deduction is required by applicable Lawslaw. If any applicable Law requires In the deduction or withholding event of any Tax from any such payment withholding or deduction ("Gross-Up Taxes"), the Guarantor shall pay to the Holder of the Preferred Trust Securities such additional amount ("Additional Amount") as determined shall be necessary in order that the amount received by such Holder after withholding or deduction shall equal the amount that would otherwise have been due to such Holder in the good faith discretion absence of such withholding or deduction, except that no such Additional Amounts shall be payable: (A) to, or to a Person on behalf of, a Holder who is liable for such Gross-Up Taxes with respect to the Preferred Trust Securities Guarantee, by reason of such Holder having some connection with the relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, such Taxing Jurisdiction) other than the mere receipt of Guarantee Payments; (B) to, or to a Person on behalf of, a Holder who presents a Senior Note of the Issuer, any Guarantorfirst or Second Series (whenever presentation is required) for payment more than 30 days after the date on which payment first becomes due except to the extent that such Holder would have been entitled to such Additional Amounts on presenting such Senior Note of the first or Second Series for payment on the last day of such period of 30 days. (C) to, or any to a Person on behalf of, a Holder who presents a Preferred Trust Security (when presentation is required) other applicable than in The City of New York. (D) to, or to a Person on behalf of, a Holder who would not be liable or subject to the withholding agent), then the applicable withholding agent shall be entitled to make such or deduction by making a declaration of non-residence or withholding and shall timely pay the full amount deducted or withheld similar claim for exemption to the relevant Governmental Authority tax authority; or (E) to, or to a Person on behalf of, a Holder of a Preferred Trust Security that is issued in accordance with applicable law certificated form following and during the continuance of an Event of Default if such Tax is an Indemnified Tax, then Holder (or any predecessor Holder) was one of the sum payable to the Holder shall beneficial owners requesting that such certificated Preferred Trust Security be increased by such so issued.] Such Additional Amounts as may will also not be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts)payable where, had the beneficial owner of the Convertible Notes receives an amount equal to Preferred Trust Security (or any interest therein) been the sum Holder of the Preferred Trust Security , it would not have received had no such deduction been entitled to payment of Additional Amounts by reason of any one or withholding been mademore of clauses (A) through (E) above. The Issuer or If the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing determine that Additional Amounts will not be payable because of the payment of any Taxes so deducted or withheld. The Issuer or immediately preceding sentence, the relevant Guarantor shall furnish to will inform such Holder promptly after making such determination setting forth the Holder, within sixty (60reason(s) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holderthereof.

Additional Amounts. (a) All payments and deliveries made by or on behalf of the Issuer Company or any of the Guarantors Guarantor (includingeach such person who pays or credits such amounts, in each case, any successor entitya “Payor”) under or with respect to the Convertible Notes or any other Note Document shall Guarantee will be made free and clear of, and without deduction or withholding or deduction for, or on account of, any and all present or future Taxesincome, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (hereinafter referred to as “taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which such Payor is organized, resident or carrying on business for tax purposes or from or through which payments are made by or on behalf of such Payor or any political subdivision or authority of the foregoing that has the power to tax (each a “Taxing Jurisdiction”), unless such the deduction or withholding or deduction is required by applicable Laws. If law or by the interpretation or administration thereof by the relevant governmental authority. (b) At any applicable Law time a relevant Taxing Jurisdiction requires the deduction deductions or withholding withholdings of any Tax taxes from any such payment (as determined made under or in the good faith discretion respect of the IssuerNotes, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make Payor will pay such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such additional amounts (“Additional Amounts Amounts”) as may be necessary so that the net amounts received by each Holder (including Additional Amounts), after making such deduction or withholding (including such deductions and withholdings applicable withholding or deduction attributable to the Additional AmountsAmounts payable hereunder), shall not be less than the beneficial owner of amount the Convertible Notes receives an amount equal to the sum it Holder would have received had no such deduction or withholding been maderequired. (c) However, notwithstanding the foregoing, no Additional Amounts will be payable to a Holder of a Note by any Payor with respect to: (i) taxes that would not have been imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and any Taxing Jurisdiction (including without limitation, by virtue of the Holder or beneficial owner being a citizen or resident of, formed pursuant to the laws of, incorporated in or carrying on a business, having a permanent establishment or having a place of business in such jurisdiction), other than solely by reason of the Holder or beneficial owner purchasing, holding or disposing of the Notes; (ii) taxes imposed on, or deducted or withheld from, payments in respect of the Notes if such payments could have been made without such imposition, deduction or withholding of such taxes had such Notes been presented for payment (where presentation is required) within 30 days after the relevant date (except to the extent that the Holder thereof would have been entitled to such Additional Amounts on presenting a Note for payment on the last day of such 30-day period); for this purpose, the “relevant date” in relation to any payments on any Note means: (a) the due date for payment thereof, or (b) if the full amount of the monies payable on such date have not been received by the Trustee on or prior to such due date, the date on which the full amount of such monies having been so received, provided that notice to that effect is duly given to Holders of the Notes in accordance with this Indenture; (iii) taxes imposed or withheld by reason of the failure by the Holder or beneficial owner of such Note to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Holder or beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, within 30 days after a specific written request therefor from a Payor, which is required by law, regulation or administrative practice or applicable treaty as a precondition to exemption from or reduction in the rate of deduction or withholding of all or part of such taxes; (iv) withholding tax under Part XIII of the Income Tax Act (Canada) (the “Tax Act”) that is imposed as a consequence of a Holder or beneficial owner of a Note not dealing at arm’s length (within the meaning of the Tax Act) with a Payor at the time of such payment; (v) any withholding tax under Part XIII of the Tax Act that is imposed as a consequence of a Holder or beneficial owner of a Note being, at any time, a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company, or, at any time, not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Company; (vi) any estate, inheritance, gift, sales, excise, use, personal property, transfer or similar tax; (vii) any tax or penalty arising from the Holder’s failure to properly comply with the Holder’s obligations imposed under Part XVIII of the Tax Act 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 reporting in that jurisdiction in compliance with Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); or (viii) taxes arising from any combination of the foregoing clauses (i) through (vii). (d) The Payors will (1) make such withholding or deduction and (2) remit the full amount deducted or withheld to the relevant government authority in accordance with applicable law. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall Payors will furnish to the HolderTrustee, within sixty (60) 30 days after the date the payment of any Taxes so deducted or withheld taxes is madedue pursuant to applicable law, certified copies of Tax tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting that such payment has been made or other evidence of such payment reasonably satisfactory to the Trustee. (e) The Payors, jointly and severally, will indemnify and hold harmless each Holder and beneficial owner of Notes and upon written request reimburse each such Holder and beneficial owner for the amount of (x) any taxes so levied or imposed and paid by such Holder or beneficial owner (including, for greater certainty, taxes imposed and paid pursuant to subsection 215(4) of the Tax Act and section 803 of the Income Tax Regulations (Canada) or any successor provision) as a result of payments made under or with respect to the Notes, (y) any liability (including penalties, interest, additions to tax and reasonable expenses) arising therefrom or with respect thereto, excluding any such liability which arises as a result of the Holder’s or beneficial owner’s failure to pay amounts on a timely basis, and (z) any taxes levied or imposed and paid by such Holder or beneficial owner with respect to any reimbursement under (x) or (y) above; provided, however, that the indemnification or reimbursement obligations provided for in this Section 2.13(e) shall not extend to taxes for which the applicable Holder would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (i) through (viii) of Section 2.13(c) if the Payor had been required to withhold from such payments or to the extent such Holder received Additional Amounts with respect to such payments. (f) In addition, any amounts to be paid by a Payor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of 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 (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. (g) Each Holder entitled to any Additional Amounts shall cooperate, to the extent described in clause (iii) of Section 2.13(c) above, with the Company and the Trustee in providing any information or documentation that is required by applicable law or by the taxing authority of the relevant Taxing Jurisdiction and that is reasonably requested in writing by the Company or the Trustee to confirm the identity and/or tax status of such Holder and any affected beneficial owner and to assist the Company or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. (h) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any Note Guarantee is due and payable, if a Payor will be obligated to pay Additional Amounts with respect to such payment, the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable, and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date net of any taxes required to be withheld or deducted. (i) In addition, the Payor will pay any stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including any interest, penalties and any similar liabilities with respect thereto, imposed by any Taxing Jurisdiction at any time in respect of the execution, issuance, registration or delivery of the Notes, any Note Guarantee, this Indenture or any other document or instrument referred to hereunder or thereunder and any such taxes, charges or duties imposed by a Taxing Jurisdiction on any payments made pursuant to the Notes or as a result of, or in connection with, the enforcement of the Notes, any Note Guarantee and/or any other such document or instrument. (j) The obligations under this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person to the Payor and to any jurisdiction in which such successor is organized or is otherwise resident or carrying on business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents. (k) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note or any Note Guarantee, such reference shall be deemed to include the payment of Additional Amounts or indemnification payments as described in this Section 2.13, to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Additional Amounts. All (a) If the Company consolidates with, merges with or into, or sells, leases or transfers in one transaction or a series of related transactions all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than any such sale, lease or transfer to one of the Company’s Subsidiaries, and the Surviving Entity is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, then all payments and deliveries made by by, or on behalf of of, the Issuer or any of the Guarantors (including, in each case, any successor entity) Surviving Entity under or with respect to the Convertible Notes Notes, including, but not limited to, payments of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), payments of Special Interest, if any, and deliveries of Common Stock or any other Note Document Reference Property and/or payments of cash, in each case, upon conversion, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by a taxing authority within any jurisdiction in which the Surviving Entity is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by applicable Lawslaw or by regulation or governmental policy having the force of law. If any applicable Law requires In the deduction or withholding of any Tax from event that any such payment withholding or deduction is so required, the Surviving Entity shall pay such additional amounts (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such “Additional Amounts Amounts”) as may be necessary so to ensure that the net amount received by the beneficial owner after making such withholding or deduction (and after deducting or withholding (including such deductions and withholdings applicable to any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts shall be payable: (i) for or on account of: (A) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction, other than merely holding such Note or the receipt of payments thereunder, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (2) 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 (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and any Special Interest on, such Note or the delivery of Common Stock and other Reference Property and/or payments of cash, in each case, upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for; or (3) the failure of the Holder or beneficial owner to comply with a timely request from the Surviving Entity to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner; (B) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; (C) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments under or with respect to the 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 implementing FATCA in any jurisdiction, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or (E) any combination of taxes 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 and the Fundamental Change Repurchase Price, if applicable) and any Special Interest on, such Note or the delivery of Common Stock or other Reference Property and/or payments of cash, in each case, upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or Person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. (b) In the event that (i) the taxing authority of a Relevant Taxing Jurisdiction determines that amounts should have been withheld or deducted in respect of any payments or deliveries under or with respect to the Notes in excess of any amounts that were actually withheld or deducted by the Surviving Entity, and (ii) the Surviving Entity would have been required to pay Additional Amounts if such amounts had been withheld or deducted, then the Surviving Entity shall indemnify each beneficial owner of the Convertible Notes receives Notes, on an after-tax basis, for any and all losses incurred as a result of its failure to make such withholdings and deductions and to pay Additional Amounts; provided that (i) only direct losses (and no consequential losses or damages) shall be recoverable pursuant to this Indenture, (ii) no indemnification shall be required pursuant to this Indenture unless and after such beneficial owner has exhausted all reasonable remedies available to it to reduce or eliminate the amount equal of such losses, and (iii) as a condition of such indemnification such beneficial owner shall reasonably assist the Surviving Entity in any attempt the Surviving Entity may make to seek to secure a reduction or refund of any such amounts, which reduction or refund shall be for the account of the Surviving Entity to the sum it would have received had no extent of any indemnification previously provided to such beneficial owner. (c) If the Surviving Entity is required to make any deduction or withholding been made. The Issuer from any payments with respect to the Notes, the Surviving Entity will deliver to the Trustee official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted. (d) Any reference in this Indenture or the relevant Guarantor shall use its reasonable efforts Notes in any context to obtain Tax receipts from the delivery of Common Stock or other Reference Property and/or payments of cash, in each Governmental Authority evidencing case, upon conversion of any Note or the payment of principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and any Taxes so deducted interest on, any Note or withheld. The Issuer or the relevant Guarantor any other amount payable with respect to such Note, shall furnish be deemed to include payment of Additional Amounts to the Holderextent that, within sixty (60) days after the date the payment of any Taxes so deducted in such context, Additional Amounts are, were or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory would be payable in respect thereof pursuant to the Holderthis Section 4.10.

Additional Amounts. TRICOM and each Guarantor will indemnify and hold harmless the Dealer Manager in its capacity as dealer manager hereunder and, subject to the following exception, not in its capacity as a holder of Old Notes or New Notes, as applicable, (except that TRICOM shall indemnify the Dealer Manager in its capacity as a holder of Old Notes or New Notes, as applicable, to the extent that TRICOM indemnifies all holders of New Notes or Old Notes, as applicable) against any documentary, stamp, registration or other tax, charge, levy or other amounts imposed by the Dominican Republic, on or in connection with the Exchange Offer Transactions or the Exchange Offer Materials. All payments to be made to the Dealer Manager and deliveries other soliciting Dealers by TRICOM or any Guarantor hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever imposed or levied by or on behalf of the Issuer Dominican Republic or any of the Guarantors political subdivision thereof (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document taxing authority therein) unless TRICOM or such Guarantor is compelled by law to deduct or withhold such taxes, duties or charges. In that event, TRICOM or any Guarantor shall pay such additional amounts as may be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxes, unless necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made; PROVIDED HOWEVER, that no such additional amounts shall be payable (i) in respect of any tax, duty or governmental charge that would not have been imposed but for the existence of any present or former connection between the Dealer Manager and the relevant taxing jurisdiction, other than by entering into or performing this Agreement, and (ii) in respect of any tax, duty or governmental charge that would not have been imposed but for the failure of the Dealer Manager to comply with any certification, identification, documentation or information or other reporting requirement if such compliance is required by law, regulation, administrative practice or applicable Laws. If any applicable Law requires treaty as a precondition to or exemption from or reduction in the rate of deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holdertaxes.

Additional Amounts. All (a) If (i) the Company consolidates with or merges with or into, or sells, conveys, transfers or leases all or substantially all of the Company’s properties and assets to, another Person, and the Successor Company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia or (ii) any Subsidiary Guarantor or Successor Guarantor is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (each such Person, a “Foreign Guarantor”), then (A) all payments and deliveries made by by, or on behalf of of, the Issuer or any of the Guarantors (including, in each case, any successor entity) Successor Company under or with respect to the Convertible Notes, including, but not limited to, payments of principal of (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest on, and payments of cash and/or deliveries of shares of Common Stock (together with payments of cash in lieu of fractional shares) upon conversion of, the Notes and (B) all payments and deliveries made by, or on behalf of, any other Note Document Foreign Guarantor under the relevant Subsidiary Guarantee, including, but not limited to, payments of principal of (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest on, and payments of cash and/or deliveries of shares of Common Stock (together with payments of cash in lieu of fractional shares) upon conversion of, the Notes, in each case, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by a taxing authority within any jurisdiction in which the Successor Company or such Foreign Guarantor, as the case may be, is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by applicable Lawslaw or by the interpretation or administration thereof. If In the event that any applicable Law requires the deduction such taxes, duties, assessments or withholding governmental charges imposed or levied by or on behalf of any Tax a Relevant Taxing Jurisdiction are required to be withheld or deducted from any payments or deliveries made by the Successor Company with respect to the Notes or any payments or deliveries made by any Foreign Guarantor under the relevant Subsidiary Guarantee, the Successor Company or such payment (as determined in the good faith discretion of the Issuer, any Foreign Guarantor, or any other applicable withholding agent)as applicable, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if beneficial owner of each Note such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such additional amounts (“Additional Amounts Amounts”) as may be necessary so to ensure that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), net amount received by the beneficial owner of such Notes after such withholding or deduction (and after deducting any taxes on the Convertible Notes receives an amount Additional Amounts) shall equal to the sum it amounts that would have been received by such beneficial owners had no such withholding or deduction been required; provided that no Additional Amounts shall be payable: (i) for or withholding on account of: (A) any tax, duty, assessment or other governmental charge including any related interest, penalties or additions to tax that would not have been made. The Issuer imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction, other than merely holding or enforcing rights under such Note or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing receipt of payments thereunder, including such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (2) the payment presentation of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty such Note (60in cases in which presentation is required) more than 30 days after the date Relevant Date; or (3) the payment failure of any Taxes so deducted the Holder or withheld is made, certified copies of Tax receipts evidencing payment by beneficial owner to comply with a written request from the Issuer Successor Company or a the Foreign Guarantor, as the case may be, a copy of any return reporting such payment to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner; (B) any estate, inheritance, gift, use, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (C) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payments under or with respect to the Notes or the relevant Subsidiary Guarantee, as the case may be; (D) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (“FATCA”), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement the foregoing or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; (E) any tax, assessment or other governmental charge imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner who would have been able to avoid such tax, assessment or governmental charge by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent; or (F) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses ‎(A), ‎(B), ‎(C), ‎(D) or ‎(E). (ii) with respect to any payment of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and interest on such Note or the payment of cash and/or delivery of shares of Common Stock (together with payment of cash in lieu of fractional shares) upon conversion of such Note or any payments or deliveries made under any Subsidiary Guarantee (including, but not limited to, payments of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), payments of interest on, and payments of cash and/or deliveries of shares of Common Stock (together with payment reasonably satisfactory of cash in lieu of fractional shares) upon conversion of, any Note) to any Person who is a fiduciary, partnership or Person other than the sole beneficial owner of that payment to the Holderextent that such payment would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who the Successor Company or the Foreign Guarantor, as applicable, knows at the time of the payment or delivery would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. (b) If the Successor Company or any Foreign Guarantor is required to make any deduction or withholding from any payments or deliveries with respect to the Notes or the relevant Subsidiary Guarantee, as the case may be, the Successor Company or such Foreign Guarantor, as the case may be, shall deliver to the Trustee official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted. Copies of such receipts shall be made available to Holders of the Notes upon request. (c) Whenever there is mentioned in any context in this Indenture or in any Note the payment of principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable), the payment of interest on, or the payment of cash and/or the delivery of shares of Common Stock (together with payment of cash in lieu of fractional shares) upon conversion of any Note or any other amount payable with respect to such Note or any corresponding payments or deliveries made under 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.

Additional Amounts. (a) All payments and deliveries made by the Company with respect to the Notes or on behalf of the Issuer or by any of the Guarantors (including, in each case, any successor entity) under or with respect to any Note Guarantee to a Holder or beneficial owner of the Convertible Notes or any other Note Document shall that is not a United States person will be made free and clear of, of and without withholding or deduction for, or on account of, any present or future taxes (including any interest, additions to taxes and penalties, collectively, "Taxes, ") unless such withholding or deduction is required by applicable Lawslaw. If any applicable Law requires the deduction or withholding of Taxes is levied by or on behalf of: (1) any jurisdiction in which the Company or any Guarantor is then incorporated or organized, engaged in business for tax purposes or resident for tax purposes or any political subdivision thereof or therein; or (2) any jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (including the jurisdiction of any Paying Agent) or any political subdivision thereof or therein (each, a "Tax Jurisdiction"), and is required by law to be made from any payments made by the applicable withholding agent under or with respect to the Notes or with respect to any Note Guarantee, including payments of principal, redemption price, interest or premium, the Company 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 in respect of such payments to each Holder or beneficial owner of the Notes after such withholding or deduction (including any such withholding or deduction from such Additional Amounts) 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: (1) any Taxes, to the extent such Taxes would not have been imposed, deducted or withheld but for the existence of any present or former connection between the relevant Holder or beneficial owner of the Notes and the relevant Tax Jurisdiction (including being a resident or citizen of such jurisdiction or having a domicile or a permanent establishment in such jurisdiction to which the payments can be attributed for Tax purposes), other than any connection arising solely from the acquisition, holding or disposition of such Note, the enforcement of rights under such Note or under a Note Guarantee or the receipt of any 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 (as determined 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, sales, personal property, wealth (in the good faith discretion nature of estate or inheritance or gift tax) or similar Taxes; (4) [reserved]; (5) any Taxes imposed by reason of the Issuerbeneficial owner being considered as being (i) a "10-percent shareholder" of the Company as defined in section 871(h)(3) or section 881(c)(3) of the Code or (ii) a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (6) any Taxes that are payable otherwise than by withholding or deduction from a payment on such Note; (7) Taxes imposed on or with respect to a payment made to a Holder or beneficial owner 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; (8) any Taxes imposed pursuant to FATCA; (9) any Taxes that are imposed, deducted or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with a written request of the Company or an applicable withholding agent addressed to the Holder, after reasonable notice, to provide certification, information, documents (including applicable IRS Form W-8) or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or to make any Guarantordeclaration or similar claim or satisfy any other reporting requirement relating to such matters, required by a statute, regulation, treaty or administrative practice of the relevant Tax Jurisdiction as a precondition to exemption from all or part of such Tax; provided in each case the Holder or beneficial owner is legally eligible to do so; or (10) any combination of items (1) through (9) above. (b) In addition to the foregoing, the Company and the Guarantors will pay and indemnify the Holder for any stamp, issue, registration, court or documentary Taxes, or any other applicable withholding agentexcise or property Taxes, that are levied by any Tax Jurisdiction and required by such Tax Jurisdiction to be paid 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 receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee (limited, in the case of Taxes attributable to payments with respect thereto, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (1) through (5), then (7), (8), (9) or (10) above). The Company and the applicable withholding agent Guarantors will not, however, be obligated to pay or indemnify any Holder or beneficial owner for any stamp, issue, registration, court or documentary Taxes, or any other excise or property Taxes, that are levied by any Tax Jurisdiction in connection with any transfer of a Note or a beneficial interest in a Note to a Person other than the Company or any Guarantor after the Issue Date. (c) If the Company or any Guarantor, as the case may be, 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 Company 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 less than 45 days prior to that payment date, in which case the Company or the relevant Guarantor shall deliver to the Trustee promptly after the obligation to pay so arises) an Officers' Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officers' Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders or beneficial owners on the relevant payment date. The Trustee and the Paying Agent shall be entitled to rely solely on such Officers' Certificate as conclusive proof that such payments are necessary. (d) The Company, the relevant Guarantor or other applicable withholding agent will make such deduction or withholding all withholdings and shall timely pay deductions required by law and will remit the full amount deducted or withheld to the relevant Governmental Authority tax authority in accordance with applicable law and if such Tax is an Indemnified Tax, then law. If the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer Company or the relevant Guarantor shall is the applicable withholding agent, the Company or the relevant Guarantor will (i) use its commercially reasonable efforts to obtain Tax tax receipts from each Governmental Authority tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall withheld and (ii) furnish to the HolderTrustee (or to a Holder upon written request), within sixty (60) days 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 Issuer Company or a Guarantor, as the case may be, a copy or if, notwithstanding such entity's efforts to obtain receipts, receipts are not available, other evidence of any return reporting payments (reasonably satisfactory to the Trustee) by such payment entity. If the Company or the relevant Guarantor is not the applicable withholding agent, the Company or the relevant Guarantor will use its reasonable efforts to obtain tax receipts or other evidence of such payment reasonably satisfactory payments from the applicable withholding agent and furnish the tax receipts or evidence of payments to the HolderTrustee. (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 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. (f) The foregoing obligations of this Section 4.21 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 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 (or any Note Guarantee) and any political subdivision thereof or therein.

Additional Amounts. All payments and deliveries made by or on behalf of the Issuer or any of the Guarantors (includingon this Note, in each case, any successor entity) under or with respect and all payments made by Bermuda Holdings pursuant to the Convertible Notes or any other Note Document Guarantee, shall be made free and clear ofwithout deduction or withholding, and without withholding or deduction for, for or on account of, any and all present and future taxes, duties, assessments, or future Taxes, governmental charges of whatever nature unless such withholding or deduction is required by applicable Laws. If any applicable Law requires the deduction or withholding of such taxes, duties, assessments or governmental charges is then required by law. If any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted for or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Taxon account of any present or future taxes, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction assessments or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner other governmental charges of the Convertible Notes receives an amount equal to United Kingdom, Bermuda or any relevant jurisdiction or any political subdivision or taxing authority thereof or therein (the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor "RELEVANT JURISDICTION") shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment at any time be required in respect of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish amounts to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment be paid by the Issuer under this Note or a GuarantorBermuda Holdings under the Guarantee, the Issuer or Bermuda Holdings, as the case may be, shall pay or cause to be paid such additional amounts ("ADDITIONAL AMOUNTS") as may be necessary in order that the net amounts received by a copy holder of this Note after such deduction or withholding shall be not less than the amounts specified in this Note to which the holder of this Note is entitled; provided, however, that the Issuer or Bermuda Holdings, as applicable, shall not be required to make any payment of Additional Amounts for or on account of: (a) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any return reporting 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), otherwise than merely by the ____________________________ /4/ To be included in Exchange Notes. holding of this Note or the receipt of amounts payable in respect of this Note, and any Relevant Jurisdiction or such holder being subject to the jurisdiction of any Relevant 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 had a permanent establishment therein or (ii) the presentation of this Note (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, 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 Issuer addressed to such holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with the taxing jurisdiction of such holder or beneficial owner which 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, assessment or governmental charge; (c) payments in respect of Definitive Senior Notes issued at the request of the holder (including on or after the occurrence of an Event of Default); or (d) any combination of items (a), (b) and (c) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, this Note to any holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment reasonably satisfactory to the Holderextent that a beneficiary or settlor with respect to such fiduciary or member of such partnership or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of this Note.

Additional Amounts. All With respect to any payments made by or on the behalf of the Issuer or a Guarantor in respect of the Notes or any Guarantee of the Notes, as applicable, the Issuer or such Guarantor will make all payments of principal, premium, if any, and deliveries interest (whether on scheduled payment dates or upon acceleration) and the Redemption Price, if any, payable in respect of any Note without deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (“Taxes”) imposed, levied, collected, withheld or assessed by or on behalf of any jurisdiction in which the Issuer or such Guarantor is incorporated or organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any political subdivision thereof or taxing authority therein and any jurisdiction through which any payment is made on behalf of the Issuer or any Guarantor (including the jurisdiction of any Paying Agent) (each, a “Taxing Jurisdiction”), upon or as a result of such payments, unless required by law or by the official interpretation or administration thereof. To the extent that any such Taxes are so levied or imposed, the Issuer or such Guarantor will pay such additional amounts (“Additional Amounts”) in order that the net amount received by each Holder (including Additional Amounts), after withholding for or on account of such Taxes imposed upon or as a result of such payment, will not be less than the amount that would have been received had such Taxes not been imposed or levied. Notwithstanding the foregoing, no such Additional Amounts shall be payable with respect to a payment made to a Holder or beneficial owner of a Note: (1) to the extent that such Taxes are imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any fiscal or regulatory legislation, rules or practices 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 (“FATCA”) and/or the UK’s International Tax Compliance Regulations 2015; or (2) to the extent that such Taxes would not have been so imposed, levied or assessed but for the existence of some connection between such Holder or beneficial owner of such Note and the Taxing Jurisdiction imposing such Taxes other than the mere holding or enforcement of such Note or receipt of payments thereunder; or (3) to the extent that such Taxes would not have been so imposed, levied or assessed but for the failure of the Holders or beneficial owners of such Note to comply with a reasonable written request by the Issuer (or its agent) to make a valid declaration of non-residence or any other claim or filing for relief or exemption (or to assist in the completion of any such claim or filing) to which it is entitled (but only to the extent it is legally entitled to do so); or (4) that presents such Note for payment (where presentation is required) more than 30 days after the date on which such payment became due and payable or the date on which payment of the Note is duly provided for and notice is given to Holders, whichever occurs later, except to the extent that the Holder or beneficial owner of such Note would have been entitled to such Additional Amounts on presenting such Note on any date during such 30-day period; or (5) in the case of a payment made by or on behalf of the Issuer or any Guarantor organized under the laws of the Guarantors (including, in each caseUnited States, any successor entity) under state thereof or the District of Columbia, with respect to any United States withholding taxes, so long as such withholding taxes are summarized in the prospectus supplement with respect to the Convertible Notes, dated May 10, 2023, in the discussion under the caption “Certain Material Income Tax Consequences—United States Taxation” or the Issuer or such Guarantor (pursuant to Section 1.06 of the Original Indenture) provides reasonable notice regarding potential United States withholding taxes and requests Holders and beneficial owners to provide applicable U.S. tax forms; or (6) any combination of the above. As used herein and for purposes of the Indenture and the Notes, any reference to the principal of and interest on the Notes and the Redemption Price, if any, shall be deemed to include a reference to any related Additional Amounts payable in respect of such amounts. The Issuer will also pay any stamp, registration, excise or property taxes and any other similar levies (including any interest and penalties related thereto) imposed by any Taxing Jurisdiction on the execution, delivery, registration or enforcement of any of the Notes, the Guarantees, the Indenture or any other Note Document shall be made free and clear ofdocument or instrument referred to therein. The foregoing obligations in this Section 1.09 will survive any termination, and without withholding defeasance or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion discharge of the Issuer, Indenture and will apply mutatis mutandis to any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner successor of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a any Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holder.

Additional Amounts. All payments and deliveries 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 Convertible Notes or any other Note Document Securities shall be made free and clear of, and without withholding or deduction for, for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including related penalties, interest and other liabilities) (“Taxes, unless such withholding ”) imposed or deduction is required levied by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion on behalf of the Issuer, government of the Kingdom of Belgium or any Guarantorpolitical subdivision or any authority or agency therein or thereof having power to tax, or any other applicable withholding agentjurisdiction in which the Issuer is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (each, a “Relevant Taxing Jurisdiction”), then unless the applicable withholding agent shall be entitled Issuer is required to make such deduction withhold or withholding and shall timely pay deduct Taxes by law or by the full interpretation or administration thereof. If the Issuer is so required to withhold or deduct any amount deducted for or withheld on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the relevant Governmental Authority in accordance with applicable law and if Securities, the Issuer shall pay such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such additional amounts (“Additional Amounts Amounts”) as may be necessary so that after making such deduction or withholding the net amount received by the Holders and beneficial owners of the Securities (including such deductions and withholdings applicable to the Additional Amounts)) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Securities 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 which would not have been imposed but for (a) 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 Taxing 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 (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later; (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge; (3) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, or any interest on, the Securities; (4) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request by the Convertible Notes receives an amount equal Issuer addressed to the sum it would Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), 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; (5) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; (6) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Xxxxxx’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Securities in an exempt securities account in the X/N System; or (7) any combination of items (1), (2), (3), (4), (5) and (6) above. The Issuer also will not be required to pay Additional Amounts: (a) if the payment could have received had no such been made without deduction or withholding 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 Holders or beneficial owners of the Securities would have been madeentitled to Additional Amounts had such Security been presented on the last day of the 30-day period); (b) with respect to any payment of principal of (or premium, if any, on) or interest on such Security to any Holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Security; or (c) if such Security is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Security to another paying agent in a Member State. If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Securities, the Issuer will 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 Issuer shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Issuer or Officers’ Certificate must also set forth any other information necessary to enable the paying agent to pay Additional Amounts to Holders of the Securities on the relevant Guarantor shall use its reasonable efforts payment date. Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to obtain Tax receipts from each Governmental Authority the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Definitive Registered Certificate there is mentioned, in any Taxes so deducted context, the payment of principal; purchase prices in connection with a purchase of Securities; interest; or withheldany other amount payable on or with respect to any of the Securities, that reference shall be deemed to include 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 Issuer 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, the Indenture or any other related document or instrument, or the relevant Guarantor shall furnish receipt of any payments with respect to the HolderSecurities, within sixty (60) days after excluding taxes, charges or similar levies imposed by any jurisdiction outside of Belgium, the date the payment jurisdiction of incorporation of any Taxes so deducted or withheld is made, certified copies successor of Tax receipts evidencing payment by the Issuer or any jurisdiction in which a Guarantorpaying agent is located, as and the case may be, a copy of Issuer will agree to indemnify the Holders or the Trustee for any return reporting such payment taxes paid by the Holders or other evidence of such payment reasonably satisfactory the Trustee. The preceding provisions shall apply mutatis mutandis to any jurisdiction in which any successor to the HolderIssuer is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments and deliveries 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 Convertible Notes or any other Note Document Debentures and the Debenture Guarantee shall be made free and clear of, of and without withholding or deduction for, for or on account of, of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter "Taxes") imposed or levied by or on behalf of a Relevant Taxing Jurisdiction, unless such withholding the Company or deduction the Guarantor is required to withhold or deduct Taxes by applicable Laws. law or by the interpretation or administration thereof. (b) If the Company or the Guarantor is so required to withhold or deduct any applicable Law requires the deduction amount for or withholding on account of any Tax Taxes imposed by a Relevant Taxing Jurisdiction from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, made under or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld with respect to the relevant Governmental Authority in accordance with applicable law and if Debentures or the Debenture Guarantee, the Company or the Guarantor shall pay such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such additional amounts ("Additional Amounts Amounts") as may be necessary so that the net amount received by the holders (including Additional Amounts) after making such withholding or deduction will not be less than the amount the holders 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 between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant holder, if the relevant holder is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding outside of the Relevant Taxing Jurisdiction of such Debentures); or (ii) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; nor shall the Company or the Guarantor be required to pay Additional Amounts (1) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Debenture for payment within 30 days after the date on which such payment or such Debentures became due and payable or the date on which payment thereof is duly provided for, whichever is later (including such deductions and withholdings applicable except to the extent that the holder would have been entitled to Additional AmountsAmounts had the Debentures been presented on the last day of such 30 day period), or (2) with respect to any payment of principal of (or premium, if any, on) or interest on such Debentures to any holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of the Convertible Notes receives an amount equal such payment would not have been entitled to the sum it would have received Additional Amounts had no such deduction beneficiary, settlor, member or withholding beneficial owner been made. The Issuer the actual holder of such Debentures. (c) Upon request, the Company or the relevant Guarantor shall use its reasonable efforts provide the Trustee with official receipts or other documentation satisfactory to obtain Tax receipts from each Governmental Authority the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. (d) Whenever in this Indenture there is mentioned, in any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty context: (60i) days after the date the payment of principal; (ii) purchase prices in connection with a purchase of Debentures; (iii) interest; or (iv) any Taxes so deducted other amount payable on or withheld is madewith respect to any of the Debentures, certified copies such reference shall be deemed to include payment of Tax receipts evidencing payment by Additional Amounts provided for in this Section 4.10 to the Issuer extent that, in such context, Additional Amounts are, were or a Guarantorwould be payable in respect thereof. (e) The Company or the Guarantor shall pay any present or future stamp, as court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the case may beexecution, a copy delivery, enforcement or registration of the Debentures, the Debenture Guarantee, this Indenture or any other document or instrument in relation thereof, or the receipt of any return reporting such payment or other evidence of such payment reasonably satisfactory payments with respect to the HolderDebentures or the Debenture Guarantee, excluding such taxes, charges or similar levies imposed by any jurisdiction outside of the United Kingdom, the jurisdiction of incorporation of any successor of the Company or any jurisdiction in which a paying agent is located, and we will agree to indemnify the holders for any such taxes paid by such holders. (f) The obligations described under this Section 4.10 shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Company is organized or any political subdivision or taxing authority or agency thereof or therein (other than the United States or any political subdivision or taxing authority thereof).

Additional Amounts. All payments and deliveries 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 Convertible Notes or any other Note Document Securities shall be made free and clear of, and without withholding or deduction for, for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including related penalties, interest and other liabilities) (“Taxes, unless such withholding ”) imposed or deduction is required levied by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion on behalf of the Issuer, government of the Kingdom of Belgium or any Guarantorpolitical subdivision or any authority or agency therein or thereof having power to tax, or any other applicable withholding agentjurisdiction in which the Issuer is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (each, a “Relevant Taxing Jurisdiction”), then unless the applicable withholding agent shall be entitled Issuer is required to make such deduction withhold or withholding and shall timely pay deduct Taxes by law or by the full interpretation or administration thereof. If the Issuer is so required to withhold or deduct any amount deducted for or withheld on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the relevant Governmental Authority in accordance with applicable law and if Securities, the Issuer shall pay such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such additional amounts (“Additional Amounts Amounts”) as may be necessary so that after making such deduction or withholding the net amount received by the Holders and beneficial owners of the Securities (including such deductions and withholdings applicable to the Additional Amounts)) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Securities 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 which would not have been imposed but for (a) 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 Taxing 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 (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later; (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge; (3) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, or any interest on, the Securities; (4) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request by the Convertible Notes receives an amount equal Issuer addressed to the sum it would Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), 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; (5) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; (6) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Securities in an exempt securities account in the X/N System; or (7) any combination of items (1), (2), (3), (4), (5) and (6) above. The Issuer also will not be required to pay Additional Amounts: (a) if the payment could have received had no such been made without deduction or withholding 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 Holders or beneficial owners of the Securities would have been madeentitled to Additional Amounts had such Security been presented on the last day of the 30-day period); (b) with respect to any payment of principal of (or premium, if any, on) or interest on such Security to any Holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Security; or (c) if such Security is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Security to another paying agent in a Member State. If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Securities, the Issuer will 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 Issuer shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Issuer or Officers’ Certificate must also set forth any other information necessary to enable the paying agent to pay Additional Amounts to Holders of the Securities on the relevant Guarantor shall use its reasonable efforts payment date. Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to obtain Tax receipts from each Governmental Authority the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this Global Security there is mentioned, in any Taxes so deducted context, the payment of principal; purchase prices in connection with a purchase of Securities; interest; or withheldany other amount payable on or with respect to any of the Securities, that reference shall be deemed to include 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 Issuer 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, the Indenture or any other related document or instrument, or the relevant Guarantor shall furnish receipt of any payments with respect to the HolderSecurities, within sixty (60) days after excluding taxes, charges or similar levies imposed by any jurisdiction outside of Belgium, the date the payment jurisdiction of incorporation of any Taxes so deducted or withheld is made, certified copies successor of Tax receipts evidencing payment by the Issuer or any jurisdiction in which a Guarantorpaying agent is located, as and the case may be, a copy of Issuer will agree to indemnify the Holders or the Trustee for any return reporting such payment taxes paid by the Holders or other evidence of such payment reasonably satisfactory the Trustee. The preceding provisions shall apply mutatis mutandis to any jurisdiction in which any successor to the HolderIssuer is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of of, the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to this Indenture and the Convertible Notes or Notes, including, but not limited to, payments of principal (including, if applicable, the Redemption Price, the Repurchase Price and the Fundamental Change Repurchase Price), payments of interest and deliveries of ADSs (together with any other Note Document cash payment in lieu of any fractional ADS) upon conversion of the Notes, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by applicable Lawslaw or by regulation or governmental policy having the force of law. If any applicable Law requires The Company will provide the deduction Trustee with sufficient information so as to enable the Trustee to determine whether or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled not it is obliged to make such a withholding or deduction. In the event that any such withholding or deduction is so required, the Company or withholding and shall timely pay the full amount deducted or withheld any successor to the relevant Governmental Authority in accordance with applicable law and if Company shall pay to each Holder such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such additional amounts (“Additional Amounts Amounts”) as may be necessary so to ensure that the net amount received by the Holder after making such withholding or deduction or withholding (including such deductions and withholdings applicable to after deducting any taxes on the Additional Amounts)) shall equal the amounts that would have been received by such Holder had no such withholding or deduction been required; provided that that no Additional Amounts shall be payable: (i) for or on account of: (A) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Convertible Notes receives an amount equal to the sum it would have received had no Relevant Taxing Jurisdiction, other than merely holding such deduction or withholding been made. The Issuer Note or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing receipt of payments thereunder, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein; (2) 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 any Taxes so deducted or withheld. The Issuer the principal of (including the Redemption Price, Repurchase Price and Fundamental Change Repurchase Price, if applicable) and interest on, such Note or the relevant Guarantor shall furnish delivery of ADSs (together with any payment of cash in lieu of any fractional ADS) upon conversion of such Note became due and payable pursuant to the Holderterms thereof or was made or duly provided for; or (3) the failure of the Holder or beneficial owner to comply with a timely request from the Company or any successor of the Company, within sixty (60) days after addressed to the date the payment of any Taxes so deducted Holder or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantorbeneficial owner, as the case may be, a copy of any return reporting such payment to provide certification, information, documents or other evidence concerning such Xxxxxx’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such Holder or beneficial owner; (B) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; (C) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments under or with respect to the Notes; or (D) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B) or (C); 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 delivery of ADSs (together with any payment of cash in lieu of any fractional ADS) upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment reasonably satisfactory to the Holderextent that such payment would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. (b) Any reference in this Indenture or the Notes in any context to the delivery of ADSs (together with any payment of cash in lieu of any fractional ADS) upon conversion of the Notes or the payment of principal of (including the Redemption Price, the Repurchase Price and Fundamental Change Repurchase Price, if applicable) and interest on, any Note or any other amount payable with respect to such Note, shall be deemed to include any Additional Amounts, unless the context requires otherwise, that may be payable with respect to that amount under the obligations referred to in this Section 4.07. (c) The foregoing obligations shall survive termination or discharge of this Indenture.

Additional Amounts. All payments and deliveries made by by, or on behalf of of, the Issuer or any of the Guarantors (including, in each case, any successor entity) Company under or with respect to the Convertible Notes or Notes, including, but not limited to, payments of principal (including, if applicable, any other Note Document Redemption Price) and payments of interest, shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of whatever nature, unless such withholding or deduction is required by applicable Lawslaw. If In the event that any applicable Law requires such taxes, duties, assessments or governmental charges imposed or levied by or within any jurisdiction in which the deduction Company or withholding of any Tax successor is, for tax purposes, organized or resident or doing business or through which any payment is made or deemed made (or any political subdivision or taxing authority thereof or therein) (each, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any such payment (as determined in payments made by the good faith discretion Company or its Paying Agent with respect to the Notes, the Company shall pay to the holder, of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by Notes such Additional Amounts (the “Additional Amounts”) as may be necessary so to ensure that the net amount received by the beneficial owner after making such withholding or deduction (and after deducting any taxes on the Additional Amounts) shall equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, that no Additional Amounts shall be payable upon any of the conditions described in the following clauses (a), (b) or (c): (a) for or on account of: (i) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (A) the existence of any present or former connection between the holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction, other than merely holding or enforcing rights under such Note or the receipt of payments or deliveries thereunder; (B) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of (I) the date on which the payment of the principal of (including the Redemption Price, if applicable) and interest on such Note became due and payable pursuant to the terms thereof or (II) the date on which such payment was made or duly provided for, except to the extent that the holder or beneficial owner of such Note would have been entitled to such Additional Amounts on presenting such Note for payment on the last date of such period of 30 days; or (C) the failure of the holder or beneficial owner to comply with a timely request from the Company, addressed to the holder, to provide certifications, information, documents or other evidence concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable to such holder or beneficial owner; (ii) any estate, inheritance, gift, value added, use, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under or with respect to the Notes; (iv) any tax, assessment, withholding or deduction required by sections 1471 through 1474 of the Code or any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”), any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the IRS under FATCA; (v) any tax, assessment or other governmental charge imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a holder or beneficial owner who would have been able to avoid such tax, assessment or governmental charge by presenting the relevant Note to, or otherwise accepting payment or delivery from, another paying agent or conversion agent; or (vi) any combination of taxes referred to in the preceding clauses (i), (ii), (iii), (iv) or (v); (b) with respect to any payment or delivery of the principal of (including the Redemption Price, if applicable) and interest on such Note, if the holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment or delivery to the extent that such payment or delivery would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the holder thereof; or (c) with respect to any U.S. federal withholding tax imposed on payments on such Note following the Company’s changing its domicile from Bermuda to the United States and becoming a U.S.-domiciled corporation and tax resident of the United States, such that the Company would be treated as a “United States person” within the meaning of Section 7701(a)(30) of the Code. The payment of principal of (including the Redemption Price, if applicable) or the payment of interest on any Note or other amount payable with respect to such Note shall be deemed to include payment of Additional Amounts provided for in the Indenture to the extent that Additional Amounts are, were or would be payable in respect thereof. If the Company is required to make any deduction or withholding (including such deductions and withholdings applicable from any payments or deliveries with respect to the Additional Amounts)Notes pursuant to this Section 1.10 herein, the beneficial owner Company shall deliver to the Trustee and the holders official tax receipts evidencing the remittance to the relevant tax authorities of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction amounts so withheld or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holderdeducted.

Additional Amounts. All payments and deliveries made Unless otherwise provided as contemplated by or on behalf Section 3.01 of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or Amended and Restated Indenture with respect to the Convertible Notes or any other Note Document shall be made free and clear oftranche of Series A Senior Notes, all amounts of principal, and premium, if any, and interest, if any, on any tranche of Series A Senior Notes will be paid by the Company without deduction or withholding or deduction for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or future Taxeswithholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction or withholding or deduction is required by applicable Lawslaw. If Unless otherwise provided as contemplated by Section 3.01 of the Amended and Restated Indenture with respect to any applicable Law requires the tranche of Series A Senior Notes, if deduction or withholding of any Tax from such taxes, levies, imposts, duties, charges, fees, deductions or withholding shall at any time be required by the Taxing Jurisdiction, the Company will pay such payment (as determined in the good faith discretion of the Issuer, any Guarantoradditional amounts of, or in respect of, the principal amount of, premium, if any, and interest, if any, on any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such tranche of Series A Senior Notes (“Additional Amounts Amounts”) as may be necessary so in order that the net amounts paid to the Holders of Series A Senior Notes of the particular tranche, after making such deduction or withholding (including such deductions withholding, shall equal the respective amounts of principal, premium, if any, and withholdings applicable to the Additional Amounts)interest, the beneficial owner of the Convertible Notes receives an amount equal to the sum it if any, which would have received been payable in respect of such Series A Senior Notes had no such deduction or withholding been made. The Issuer required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable or due but for the fact that: (i) the Holder or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing beneficial owner of the Series A Senior Note is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of a Senior Debt Security, or the collection of any payment of (or in respect of) principal of, premium, if any, or interest, if any, on any Taxes so deducted or withheld. The Issuer or Senior Debt Security of the relevant Guarantor shall furnish to series, (ii) except in the Holdercase of a winding-up of the Company in the United Kingdom, within sixty the relevant Series A Senior Note is presented (60where presentation is required) for payment in the United Kingdom, (iii) the relevant Series A Senior Note is presented (where presentation is required) for payment more than 30 calendar days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the same for payment at the close of such 30 calendar day period, or (iv) the Holder or the beneficial owner of the relevant Series A Senior Note or the beneficial owner of any payment of (or in respect of) principal of, premium, if any, or interest, if any, on such Series A Senior Note failed to comply with a request of the Company or its liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of (x) or (y), 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, assessment or other governmental charge; (v) the withholding or deduction is imposed on a payment to or for the benefit of an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directives; (vi) the relevant Series A Senior Note is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the relevant Series A Senior Note to another paying agent in a Member State of the European Union; or (vii) any combination of subclauses (i) through (vi) above; nor shall Additional Amounts be paid with respect to the principal of, or interest on, the Series A Senior Notes to any Holder who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of any Taxing 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 a beneficial owner who would not have been entitled to such Additional Amounts, had it been the Holder. Whenever in this Amended and Restated Indenture there is mentioned, in any context, the payment of the principal of (and premium, if any) or interest, if any, on, or in respect of, any Taxes so deducted Series A Senior Note of any tranche of Series A Senior Notes, 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 withheld would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made, certified copies of Tax receipts evidencing payment . If at any time Additional Amounts are owed by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the Holderowners of beneficial interest in one or more tranches of the Series A Senior Notes, the Issuer shall provide the Trustee with an Officer's Certificate detailing the Additional Amount owed per $1,000 in aggregate principal amount of Series A Senior Notes no later than 3 business days prior to any payment date with respect to such Series A Senior Notes.

Additional Amounts. All payments and deliveries made by This Section 3 shall apply only in the event that NTL Incorporated or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or with respect to the Convertible Notes or any other Note Document shall be made free and clear of, and without withholding or deduction forNTL Communications becomes, or on account of, any present a successor to NTL Incorporated or future Taxes, unless such withholding or deduction is required by applicable Laws. If any applicable Law requires the deduction or withholding of any Tax from any such payment (as determined in the good faith discretion of the Issuer, any Guarantor, or any other applicable withholding agent), then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by such Additional Amounts as may be necessary so that after making such deduction or withholding (including such deductions and withholdings applicable to the Additional Amounts), the beneficial owner of the Convertible Notes receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Issuer or the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a GuarantorNTL Communications, as the case may be, is, a copy corporation organized or existing under the laws of the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands. All payments made by NTL Incorporated or NTL Communications, as the case may be, on this Note shall be made without deduction for or on account of, any and all present or future taxes, duties, assessments, or governmental charges of whatever nature unless the deduction or withholding of such taxes, duties, assessments or governmental charges is then required by law. If any deduction or withholding for or on account of any return reporting present or future taxes, assessments or other governmental charges of the United Kingdom, the Netherlands, the Netherlands Antilles, Bermuda or the Cayman Islands (or any political subdivision or taxing authority thereof or therein) shall at any time be required in respect of any amounts to be paid by NTL Incorporated or NTL Communications under this Note, NTL Incorporated or NTL Communications shall pay or cause to be paid such additional amounts ("ADDITIONAL AMOUNTS") as may be necessary in order that the net amounts received by a Holder of this Note after such deduction or withholding shall be not less than the amounts specified in this Note to which the Holder of this Note is entitled; provided, however, that neither NTL Incorporated nor NTL Communications shall be required to make any payment of Additional Amounts for or on account of: (a) any tax, assessment or other governmental charge to the extent such tax, assessment or other 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) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, 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 NTL Incorporated or NTL Communications addressed to such Holder or beneficial owner to provide information, documents or other evidence concerning the nationality, 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 a precondition to exemption from all or part of such tax, assessment or governmental charge; (c) 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 other governmental charge imposed on a Holder that is not the beneficial owner of a Note to the extent that the beneficial owner would not have been entitled to the payment of any such Additional Amounts had the beneficial owner directly held the Note; (g) any combination of items (a), (b), (c), (d), (e) and (f) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, this Note to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment reasonably satisfactory to the Holderextent that a beneficiary or settlor would not have been entitled to any Additional Amounts had such beneficiary or settlor been the Holder of this Note. All references to principal amount or interest on the Notes in the Indenture or the Notes shall include any Additional Amounts payable to the Issuers pursuant to this Section 3.

Additional Amounts. All payments and deliveries made by or on behalf of the Issuer Company or any of successor to the Guarantors (including, in each case, any successor entity) Company under or with respect to the Convertible Notes Notes, including delivery of ADSs upon conversion, will be made net of a withholding tax rate of 10.5575% (the “Base Rate”). Accordingly, the Company will pay to the Holder of each Note such additional amounts (“Additional Amounts”) on all payments made by the Company or any other Note Document successor to it under or with respect to the Notes, including delivery of ADSs, to ensure that the net amount received by the Holders (after deducting any taxes on the Additional Amounts) shall be made free and clear ofequal the amount which would have been received by such Holders had withholding or deduction of tax at the Base Rate not been required. In addition, and without if withholding or deduction for, or on account of, any other present or future Taxestaxes, unless such withholding duties, assessments or deduction governmental charges of whatever nature imposed or levied by or within India or any other jurisdiction in which the Company or any successor are organized or resident for tax purposes or through which payment is made by or on behalf of the Company or by or within any jurisdiction as a result of the Company’s or its successor’s becoming a fiscally transparent entity with respect to any Holder (through merger, consolidation or otherwise) (or any political subdivision or taxing authority of or in any of the foregoing) (each, as applicable, a “Relevant Jurisdiction”) is required by applicable Laws. If law or by regulation or governmental policy having the force of Table of Contents law on any applicable Law requires payments made by the deduction Company or withholding of any Tax from any such payment (as determined in successor to it under or with respect to the good faith discretion Notes, including payments upon redemption of the IssuerNotes or on delivery of ADSs upon conversion, any Guarantorthe Company or its successor, or any other applicable withholding agent)as applicable, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and if such Tax is an Indemnified Tax, then the sum payable to the Holder shall be increased by of each Note such excess additional amounts (“Excess Additional Amounts Amounts”) as may be necessary so to ensure that the net amount received by the Holder after making such additional withholding or deduction or withholding (including such deductions and withholdings applicable to after deducting any taxes on the Excess Additional Amounts), ) shall equal the beneficial owner of the Convertible Notes receives an amount equal to the sum it amounts which would have been received by such Holder had no such additional withholding or deduction or withholding been made. The Issuer or required, subject to certain exceptions set forth under the relevant Guarantor shall use its reasonable efforts to obtain Tax receipts from each Governmental Authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor shall furnish to the Holder, within sixty (60) days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, a copy of any return reporting such payment or other evidence of such payment reasonably satisfactory to the HolderIndenture.