Common use of Additional Amounts Clause in Contracts

Additional Amounts. All payments of, or in respect of, principal of and interest on the Securities shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of any kind whatsoever imposed or levied by or on behalf of the United Kingdom or any political subdivision or any Taxing authority thereof or therein ("U.K. Withholding Taxes"), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantors, as the case may be, will pay such additional amounts ("Additional Amounts") on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable 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 a Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver to the Trustee an Officer's 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, Redemption Price, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the 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 pursuant to this Indenture.

Additional Amounts. All payments of, made by the Issuer or in any Guarantor (each a “Payor”) under or with respect of, principal to any Security of and interest on the Securities any series shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any kind whatsoever deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of: (1) any jurisdiction from or through which payment under or with respect to any Security of any series or any guarantee thereof is made, or any political subdivision of governmental authority thereof or therein having the United Kingdom power to tax; or (2) any jurisdiction in which a Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or any Taxing governmental authority thereof or therein having the power to tax ("U.K. Withholding Taxes"each of clause (1) and (2), unless a “Relevant Taxing Jurisdiction”) shall at any time be required from any payments made by a Payor with respect to any Security of any series, including payments of principal, redemption price, interest or premium, the Payor shall pay (together with such U.K. Withholding Taxes are required payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing each Holder of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure")Securities, the effect of which, in each case, is to require the after such withholding or deduction by (including any such deduction or withholding from such Additional Amounts), equal the Company amounts which would have been received in respect of such payments in the absence of such withholding or the Guarantors pursuant to the Securities or the Guaranteesdeduction; provided, respectivelyhowever, of that no such Additional Amounts shall be payable with respect to: (a) any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantors, as the case may be, will pay such additional amounts ("Additional Amounts") on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable 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 a the relevant Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, such over the relevant Holder, if such the relevant Holder is an estate, nominee, trust, partnership partnership, limited liability company or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein Relevant Taxing Jurisdiction (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) including being or having been a residentcitizen, domiciliary resident or national of, thereof or being or having been present or engaged in a trade or carrying on a business therein or having in, or having had a permanent establishment in, or being physically present in, the United Kingdom Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Securities or enforcement of rights thereunder or under any guarantee thereof or the receipt of payments in respect thereof; (b) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of a Holder of Securities to comply with any certification, identification, information or other reporting requirement, 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 a certification that the Holder is not resident in the Relevant Taxing Jurisdiction) (provided that at least 30 days prior to the first payment date with respect to which such withholding, deduction or imposition is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant Holder at that time has been notified (in the manner contemplated by the Indenture) by the Payor or any political subdivision other person through whom payment may be made of such certification, identification, information or other reporting requirement); (c) any Taxing authority thereof or thereinTaxes, (2) to the presentation extent such Taxes were imposed as a result of a Security or a Guarantee being presented for payment (where such Securities are legended Securities in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3certificated form and presentation is required) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such relevant payment in respect of such Security became due and payable or provided for, whichever occurs later, is first made available for payment to the Holder (except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had such note been presented during such Security or such Guarantee for payment within such 30-30 day period.); (bd) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, on the Securities of any series or under any guarantee thereof; (e) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (df) any taxTaxes withheld, duty, assessment deducted or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is an individual or a “residual entity” (as interpreted within the context of European Council Directive 2003/48/EC) that are required to be made pursuant to European Council Directive 2003/48/EC Directive or any European Union Directive 2003/48 other directive implementing the conclusions of the ECOFIN Council meeting on November 26 and 27, 2000 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law implementing or complying with, or introduced in order to conform to, to such Directive; ordirective; (fg) any combination Taxes imposed on or with respect to a payment made to a Holder of items Securities who would have been able to avoid such imposition by presenting (a), where such Securities are legended Securities in certificated form and presentation is required) the relevant note to another paying agent in a member state of the European Union; (b), (c), (dh) and (e) above; nor shall Additional Amounts be paid any Taxes imposed on or with respect to any payment of by the principal of, Issuer or any interest on, any Security or Guarantee a Guarantor to any the Holder who if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such Security or Guaranteepayment, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or member of such partnership or a beneficial owner who that Taxes would not have been entitled imposed on such payment had such Holder been the sole beneficial owner of such note; or (i) any combination of items (a) through (i) above. As used in this Section 10.4, the term “Holder” shall include both a Holder of any series of Securities and a beneficial owner of any series of Securities, as applicable. In the event any Securities are held as global Securities, the right to such receive Additional Amounts had it been shall be determined at the beneficial owner level. The Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor shall furnish to the Trustee (or to a Holder upon written request), within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, such certified copies to each Holder. The Payor will attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the Securityprincipal amount of Securities then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of Securities of any series. Copies of such documentation will be available for inspection during ordinary business hours at the office of the Trustee by the Holders of the Securities of any series upon request and will be made available at the offices of the paying agent. At least 30 days prior to each date on which any payment under or with respect to the Securities of any series or any guarantee thereof is due and payablepayable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company or a Guarantor Payor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor Payor will deliver to the Trustee an Officer's Officers’ Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable and will set forth furnish such other information necessary to enable the Trustee paying agent to pay such Additional Amounts to Holders on the payment date. Whenever Each such Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. If the Payor conducts business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, is required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes or any guarantee thereof, 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 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 taxing authority therein). Wherever in this Indenture Indenture, the Securities or the guarantees there is mentioned, are references in any context, to: (1) the payment of principal, (2) purchase prices in connection with a purchase of the Securities of any series, (3) interest, Redemption Price, interest or or (4) any other amount payable under on or with respect to any Security or the net proceeds received on the sale or exchange Securities of any Securityseries or any guarantee thereof, such mention reference shall be deemed to include mention of the payment of Additional Amounts provided for in as described under this Indenture heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor will pay any present or future stamp, 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 the Securities of any series or any other document or instrument referred to therein (other than a transfer of Securities of any series), or the receipt of any payments with respect to the Notes or any guarantee, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside any Relevant Taxing Jurisdiction or any jurisdiction in which a paying agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Notes, any guarantee thereof pursuant or any other such document or instrument following the occurrence of any event of default with respect to this Indenturethe Notes. The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments ofmade by or on behalf of the Issuer or any Guarantor or any successor in interest to any of the foregoing (each, a “Payor”) on or in with respect of, principal of and interest on to the Securities or any Guarantee shall be made without withholding or deduction for, or on account of, any present Taxes unless such withholding or future taxesdeduction is required by law. If any deduction or withholding for, dutiesor on account of, assessments or governmental charges of any kind whatsoever Taxes imposed or levied by or on behalf of of: (a) any jurisdiction from or through which payment on the United Kingdom Securities or any Guarantee is made or any political subdivision or any Taxing governmental authority thereof or therein having the power to tax ("U.K. Withholding Taxes"including the jurisdiction of any paying agent); or (b) any other jurisdiction in which a Payor that actually makes a payment on the Securities or its Guarantee is organized or otherwise considered to be engaged in business or resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (a) and (b), unless such U.K. Withholding Taxes are a “Relevant Taxing Jurisdiction”), shall at any time be required by the United Kingdom or any such subdivision or authority law to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant made from any payments made with respect to the Securities or the Guaranteesany Guarantee, respectivelyincluding payments of principal, of any amount for U.K. Withholding Taxes that would not have been required to be withheld redemption price, interest or deducted absent such eventpremium, if any, the Company or the Guarantors, as the case may be, will Payor shall pay (together with such payments) such additional amounts ("the “Additional Amounts"”) on as may be necessary in order that the Securities that result net amounts received in respect of such payments, after such withholding or deduction (after including any such deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to from such Additional Amounts) in the payment to each Holder of a Security ), shall not be less than the amounts that would have been payable received in respect of such Security had no payments on the Securities or the Guarantees in the absence of such withholding or deduction been requireddeduction; provided, except however, that no such Additional Amounts shall be so payable for or on account of: (a1) any tax, duty, assessment or other governmental charge Taxes that would not have been so imposed or levied but for (1) the existence of any present or former connection between a Holder or the beneficial owner of a Security holder (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of, or possessor of a power over, such Holderthe holder, if such Holder holder is an estate, nominee, trust, partnership partnership, limited liability company or corporation) and the United Kingdom Relevant Taxing Jurisdiction (including being a citizen or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary resident or national of, or being carrying on a business or having been present or engaged in a trade or business therein or having or having had maintaining a permanent establishment in, or being physically present in, the United Kingdom Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Securities or the receipt of any political subdivision or any Taxing authority thereof or therein, payment in respect thereof; (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could Taxes that would not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is so imposed or withheld by reason of levied if the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, holder had complied with a reasonable request in writing of the Company or Payor (such request being made at a Guarantor (which request shall be furnished time that would enable such holder acting reasonably to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2comply with that request) to make a declaration of nonresidence or any declaration other claim or other similar claim filing or satisfy any certification, information or reporting requirement whichfor exemption from, or reduction in the case rate of, withholding to which it is entitled (provided that such declaration of (1) nonresidence or (2)other claim, filing or requirement is required or imposed by a statutethe applicable law, treaty, regulation or administrative practice of the taxing jurisdiction Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or reduction of withhold all or a part of any such tax, duty, assessment Taxes) but only to the extent such holder is legally entitled to provide such certification or other governmental chargedocumentation; (d3) any tax, duty, assessment Taxes that are payable otherwise than by withholding or other governmental charge resulting deduction from a Listing Failure with respect to payment on the Securities or any Security issued in the form of a certificated Security pursuant to the terms of this IndentureGuarantee; (e4) any taxestate, dutyinheritance, assessment gift, sales, excise, transfer, personal property or other governmental charge which is similar Taxes; (5) any Taxes imposed in connection with a Security presented for payment by or on behalf of a payment Holder who would have been able to avoid such Tax by presenting the relevant Security to another paying agent in a member state of the European Union; (6) any holder and is required to be made pursuant to any European Union Directive 2003/48 on Taxes payable under Sections 1471 through 1474 of the taxation Code, as of savings income proposed to come into effect from July 1, 2005, at the earliest, date of the Offering Memorandum (or any law complying amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or introduced in order to conform to, such Directive; orfuture regulations or official interpretations thereof and any agreements (including any intergovernmental agreements) entered into pursuant thereto; (f7) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of Taxes if the principal of, or any interest on, any Security or Guarantee to any Holder who holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes that would otherwise give rise to such Additional Amounts would not have been imposed on such payment had the holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Security (but only if there is no material cost or Guaranteeexpense associated with transferring such Security 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); (8) any Taxes imposed on a payment in respect of the Securities required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of 17 December 2014 altering the debtor-based Swiss federal withholding tax system to a paying-agent system where a Person other than the Issuer has to withhold tax on any interest payments or securing of interest payments; or (9) any combination of the above. Such Additional Amounts shall also not be payable (x) if the payment could have been made without such deduction or withholding if the relevant Security had been presented for payment (where presentation is required) within 30 days after the relevant payment was first made available for payment to the holder or (y) to the extent such payment would be required by where, had the laws beneficial owner of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in Security been the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or member Holder of such partnership or a Security, such beneficial owner who would not have been entitled to such payment of Additional Amounts had it been by reason of any of clauses (1) to (9) inclusive above. The Payor shall (i) make any required withholding or deduction and (ii) remit the Holder full amount deducted or withheld to the relevant taxing authority of the SecurityRelevant Taxing Jurisdiction in accordance with applicable law. At least 30 days prior Upon request, the Payor shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each date on which any payment under or with respect relevant taxing authority of each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to the Securities is due and payableTrustee. If, if notwithstanding the Company efforts of such Payor to obtain such receipts, the same are not obtainable, such Payor shall provide the Trustee with other reasonable evidence of payment. Such receipts or a Guarantor will other evidence received by the Trustee shall be made available by the Trustee to Holders on request. If any Payor shall be obligated to pay Additional Amounts under or with respect to any payment made on the Securities or any Guarantee, at least 30 days prior to the date of such payment, the Company or the Guarantor will Payor shall deliver to the Trustee and the paying agent an Officer's ’s Certificate stating the fact that such Additional Amounts will shall be payable and the amounts amount so payable and will set forth such other information necessary to enable the Trustee paying agent to pay such Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date, in which case the Payor shall deliver such Officer’s Certificate and such other information as promptly as practicable thereafter). Whenever Wherever in this Indenture Indenture, the Securities or any Guarantee there is mentioned, in any context, : (1) the payment of principal, Redemption Price, interest ; (2) redemption prices or purchase prices in connection with a redemption or purchase of Securities; (3) interest; or (4) any other amount payable under on or with respect to any Security of the Securities or the net proceeds received on the sale or exchange of any Security, Guarantee; such mention reference shall be deemed to include mention of the payment of Additional Amounts provided for in as described under this Indenture heading 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, property or similar Taxes that arise in any Relevant Taxing Jurisdiction from the execution, delivery, issuance, initial resale, registration or enforcement of any Securities, Guarantee, Indenture or any other document or instrument in relation thereto (other than a transfer of the Securities occurring after the initial resale). The foregoing obligations shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or otherwise considered to be engaged in business or resident for Tax purposes, or any political subdivision or taxing authority or agency thereof pursuant to this Indentureor therein.

Additional Amounts. All payments of, or in respect of, principal of and interest made by the Company on the Securities shall Notes (whether or not in the form of Definitive Notes) will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of any kind whatsoever whatever nature (collectively, "Taxes") imposed or levied by or on behalf of (1) Luxembourg, the United Kingdom States, Ireland or any political subdivision or governmental authority of any Taxing thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which the Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), (2) and (3), a "U.K. Withholding TaxesRelevant Taxing Jurisdiction"), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction of Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction shall at any time be required from any payments made with respect to the Notes, including payments of principal, Redemption Price, interest, premium or Liquidated Damages, if any, the Payor will pay (together with such payments) such additional amounts (the "Additional Amounts") as may be necessary in order that the net amounts received in respect of such payments by the Company Holders of Notes or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the GuarantorsTrustee, as the case may be, will pay after such additional amounts withholding or deduction ("Additional Amounts") on the Securities that result (after including any such deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to from such Additional Amounts) in the payment to each Holder of a Security ), equal the amounts that which would have been payable received in respect of such Security had no payments on the Notes in the absence of such withholding or deduction been requireddeduction; PROVIDED, except HOWEVER, that no such Additional Amounts shall will be so payable for or on account ofwith respect to: (a1) any tax, duty, assessment payments to a Holder or other governmental charge that would not have been imposed but beneficial owner who is liable for (1) such Taxes in respect of such Note by reason of the existence of Holder's or beneficial owner's having any present or former connection between with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (2) any Taxes that are imposed or withheld where such withholding or imposition is by reason of the failure of the Holder or the beneficial owner of a Security (the Note to comply with any reasonable and timely request by the Payor to provide information concerning the nationality, residence or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor identity of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or to make any declaration or similar claim or satisfy any certification, information or other reporting requirement relating to such fiduciarymatters, settlorwhich is required or imposed by a statute, beneficiarytreaty, memberregulation, shareholder or possessor) being or having been a resident, domiciliary or national ofprotocol, or being administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or having been present or engaged part of such Taxes; (3) except in a trade or business therein or having or having had a permanent establishment inthe case of the winding up of the Payor, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee Note presented for payment (where presentation is required) in the United Kingdom or any political subdivision or any Relevant Taxing authority thereof or thereinJurisdiction (unless by reason of the Payor's actions, unless such Security or Guarantee presentment could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due made elsewhere and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had the Notes been presented such Security or such Guarantee elsewhere); (4) any Note presented for payment within (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 30-30 day period.); (b5) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, interest or Liquidated Damages, if any, on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d7) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is Tax imposed on a payment to any holder an individual and is required to be made pursuant to any European Union Directive 2003/48 (a "Directive") on the taxation of savings income proposed to come into effect from July 1, 2005, at implementing the earliest, conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or (f) any combination 8) a Tax imposed in connection with a Note presented for payment by or on behalf of items (a), (b), (c), (d) and (e) above; nor shall a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to another paying agent in a member state of the European Union. Such Additional Amounts will also not be paid with respect to any payment of payable where, had the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by Note been the laws Holder of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or member of such partnership or a beneficial owner who Note, it would not have been entitled to such payment of Additional Amounts had it been the Holder by reason of the Securityclauses (1) to (8) inclusive above. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such paymentUpon request, the Company or will provide the Guarantor will deliver Trustee with documentation satisfactory to the Trustee an Officer's 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, Redemption Price, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of evidencing the payment of Additional Amounts provided for in this Indenture Amounts. Copies of such documentation will be made available to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this IndentureHolders upon request.

Additional Amounts. All Any payments of, made by the Guarantor under or in with respect of, principal to the Securities pursuant to the Security Guarantee will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of any kind whatsoever charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the United Kingdom Government of the Republic of Argentina or of any political subdivision subdivision, province or any Taxing authority territory thereof or by any authority or agency therein or thereof having power to tax ("U.K. Withholding hereinafter “Taxes"”), unless such U.K. Withholding the Guarantor is required to withhold or deduct Taxes are required by law or by the United Kingdom interpretation or any such subdivision administration thereof. If the Guarantor is required to withhold or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of deduct any amount for U.K. Withholding or on account of Taxes that would not have been required from any payment made under or with respect to be withheld or deducted absent such eventthe Security Guarantee, the Company Guarantor will, on or prior to the Guarantorsdue date for the payment thereof, as pay any such Taxes to the case may beappropriate governmental authority, and will pay such additional amounts ("“Additional Amounts"”) on as may be necessary, so that the net amount received by each Holder of Securities (including Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would have received if such Taxes had not been withheld or deducted; provided that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes no Additional Amounts will be payable with respect to such Additional Amountsa payment made to a Holder (an “Excluded Holder”) in the payment to each Holder of a Security the amounts that would have been payable (i) who is liable for taxes or duties in respect of such Security had no by reason of its having some connection with Argentina other than the mere holding of such withholding Security or deduction been requiredthe receipt of principal or interest in respect thereof; (ii) in respect of any estate, except that no Additional Amounts shall be so payable for inheritance, gift, sales, transfer or on account of: personal property tax or any similar tax, assessment or governmental charge; or (aiii) in respect of any tax, duty, assessment or other governmental charge that which would not have been imposed but for (1) any failure to comply with certification, information or other report requirements concerning the existence nationality, residence or identity of any present or former connection between a the Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such HolderSecurity, if such Holder compliance is an estate, trust, partnership required by statute or corporation) and the United Kingdom by regulation of Argentina or of any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to relief or exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; . The Guarantor will, upon written request of any Holder (dother than an Excluded Holder), reimburse such Holder for the amount of (i) any tax, duty, assessment Taxes so levied or other governmental charge resulting from imposed and paid by such Holder as a Listing Failure result of payments made under or with respect to the Securities and (ii) any Taxes so levied or imposed with respect to any Security issued in reimbursement under the form of a certificated Security pursuant to the terms of this Indenture; foregoing clause (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (ai), (b), (c), (d) and (e) above; nor shall Additional Amounts but excluding any such Taxes on such Holder’s net income so that the net amount received by such Holder after such reimbursement will not be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other less than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been net amount the Holder of the Securitywould have received if Taxes on such reimbursement had not been imposed. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver to the relevant Trustee and Paying Agents an Officer's Officers’ Certificate stating the amount of Taxes required to be deducted or withheld and certifying that the Guarantor shall make such deduction or withholding and pay such Taxes and 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. The Trustee and each Paying Agent shall be fully protected in relying upon any Officers’ Certificates furnished pursuant to this paragraph or upon the failure of the Guarantor to furnish any such Officers’ Certificate. Whenever either in this Indenture or in the Securities there is mentioned, in any context, the payment of principalprincipal (or premium, if any), Redemption Price, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the 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 pursuant to this Indenturethereof.

Additional Amounts. All payments ofmade by or on behalf of the Issuer or any of the Guarantors (including, in each case, any successor entity) under or in with respect of, principal of and interest on to the Securities Class B Notes or any Note Guarantee thereof shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If the Issuer, dutiesany Guarantor or any other applicable withholding agent is required by law to withhold or deduct any amount for, assessments or governmental charges of on account of, any kind whatsoever Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the United Kingdom Issuer or any Guarantor is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Issuer or any Taxing authority Guarantor (including, without limitation, the jurisdiction of any Paying Agent) or any political subdivision thereof or therein ("U.K. Withholding Taxes"each of (1) and (2), unless such U.K. Withholding Taxes are required by a “Tax Jurisdiction”) in respect of any payments under or with respect to the United Kingdom Class B Notes or any such subdivision Note Guarantee thereof, including, without limitation, payments of principal, Redemption Price, purchase price, interest, duration fees or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure")premium, the effect of which, in each case, is to require the withholding or deduction by the Company Issuer or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantorsrelevant Guarantor, as the case may beapplicable, will shall pay such additional amounts ("the “Additional Amounts"”) on as may be necessary in order that the Securities that result (after deduction or withholding net amounts received in respect of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to payments by each Holder of a Security after such withholding or deduction will equal the respective amounts that would have been payable received by each Holder in respect of such Security had no payments in the absence of such withholding or deduction been requireddeduction; provided, except however, that no Additional Amounts shall be so payable 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 a Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver to the Trustee an Officer's 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, Redemption Price, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the 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 pursuant to this Indenture.:

Additional Amounts. All payments ofAny and all amounts payable by the Company to each Holder, under or in with respect of, principal of and interest on to the Securities shall Convertible Notes will be made paid without any deduction or withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of charge (including any kind whatsoever interest or penalties with respect thereto) imposed or levied by or on behalf of the United Kingdom any jurisdiction or by any political subdivision authority or any Taxing authority agency therein or thereof or therein having power to tax ("U.K. hereinafter “Withholding Taxes"), ”) unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or any other person is required by any law or regulation (or by the Guarantors pursuant interpretation or administration thereof) to the Securities make any deduction or the Guarantees, respectively, of withholding from any amount for U.K. payment with respect to Withholding Taxes that would not have been required to be withheld or deducted absent Taxes. In such an event, the Company or the Guarantors, as the case may be, will pay such an additional amounts amount in cash ("“Additional Amounts"Amount”) on the Securities that as will result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each the Holder of a Security such Convertible Note of the amounts amount that would have been payable in respect of such Security Convertible Note had no such withholding or deduction been required, except that no Additional Amounts Amount shall be so payable for or on account of: : (a1) any tax, duty, assessment or other governmental charge Withholding Tax that would not have been imposed but for (1) the existence of any present fact that such Holder was a resident, domiciliary or former connection between a Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder national of, or possessor of engaged in business or maintained a power overpermanent establishment or was physically present in, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom States or any political subdivision or taxing authority thereof or therein (otherwise has some connection with the United States other than the mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, Convertible Note; (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except subject to the extent that the Holder of such Security or such Guarantee would have been entitled provision relating to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estatea gross basis tax set forth below, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge which is payable otherwise than by withholding from payments on the Convertible Notes (which non-excluded taxes shall include only taxes imposed on a gross tax basis by the United States or any political subdivision thereof); (3) any Withholding Tax that is imposed or withheld by reason of the failure to comply by the Holder or of such Convertible Note after the beneficial owner of a Security to complywritten request by the Company, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1a) to provide information concerning the nationality, residence, place of establishment residence or identity of the such Holder or such beneficial owner or (2b) to make any declaration or other similar claim or satisfy any information or reporting requirement requirement, which, in the case of (1a) or (2b), is required or imposed by a statute, treaty, regulation or administrative practice of the United States or any political subdivision or taxing jurisdiction authority thereof or therein as a precondition to exemption from or reduction of all or part of such withholding, deduction, tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect and which Holder is lawfully entitled to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; provide or make; or (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f4) any combination of items clauses (a1), (b), (c), (d2) and (e) above3); nor shall such Additional Amounts be paid with respect to any payment of the principal of, or on any interest on, any Security or Guarantee such Convertible Note to any such Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent that such payment would be required by the laws of the United Kingdom (States or any political subdivision or relevant Taxing taxing authority thereof or therein) therein 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 of the Security. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payableConvertible Note; nor, if such Holder is not the Company or a Guarantor will be obligated to pay Purchaser, shall any Additional Amounts with respect to such payment, be payable in excess of the Company or the Guarantor will deliver to the Trustee an Officer's Certificate stating the fact that such Additional Amounts will that would be payable and if such Holder was 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 datePurchaser. Whenever in this Indenture there is mentioned, in any context, the any payment of principal, Redemption Price, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any SecurityConvertible Notes, such mention shall be deemed to include mention of the 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 pursuant thereof. In addition, for these purposes, if and to this Indenturethe extent a gross basis tax is being imposed on the Holder as a substitute for any Withholding Tax for which an Additional Amount would otherwise be payable, such Additional Amount would still be payable by the Company in the form of reimbursement to Holder, and the Company agrees to pay any interest, penalties or addition to the gross basis tax only in the event that such interest, penalties or addition to the gross basis tax is directly attributable to actions taken or omissions made by or on behalf of the Company. The Company shall pay to the relevant taxing or other authority the full amount of the deduction or withholding made by it and promptly forward to such Holder copies of official receipt or other evidence showing that the full amount of any such deduction or withholding has been paid over to the relevant taxation or other authority before the date on which penalties attach thereto.

Additional Amounts. All payments under or with respect to the Notes or a Guarantee will be made free and clear of, or in respect of, principal of and interest on the Securities shall be made without withholding or deduction for, for or on account of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of any kind whatsoever charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of the United Kingdom government of the countries in which each of the Issuer, the relevant Guarantor and, in each case, any successor thereof (each, a “Payor”) is organized, or any other jurisdiction in which the relevant Payor is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made, in each case, including any political subdivision or any authority or agency therein or thereof having power to tax (each a “Relevant Taxing authority thereof or therein ("U.K. Withholding Taxes"Jurisdiction”), unless such U.K. Withholding the relevant Payor is required to withhold or deduct Taxes are required by law or by the United Kingdom official interpretation or administration thereof. If a Payor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or a Guarantee, as applicable, such Payor will be required to pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by any holder after such withholding or deduction (including any such subdivision withholding or authority deduction in respect of such Additional Amounts) will be equal to be the amount the holder would have received if such Taxes had not been withheld or deducted. In ; provided, however, that the event of foregoing obligation to pay Additional Amounts does not apply to: (i1) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantors, as the case may be, will pay such additional amounts ("Additional Amounts") on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable 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 a Holder the relevant holder or the beneficial owner of a Security Note (or between a fiduciary, settlor, beneficiarymember, member partner or shareholder of, or possessor of a power over, such Holderover the relevant holder, if such Holder the relevant holder is an estate, nominee, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) Relevant Taxing Jurisdiction including, without limitation, such Holder holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a residentdomiciliary, domiciliary national or national ofresident thereof, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment inor fixed based therein (other than a connection resulting from the mere receipt of such payment, the United Kingdom ownership or any political subdivision holding of such Note or any Taxing authority thereof enforcement of rights thereunder or therein, under the Guarantee); (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, salesales, excise, transfer, personal property tax or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver to the Trustee an Officer's 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, Redemption Price, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the 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 pursuant to this Indenture.

Additional Amounts. All payments of, made by or in on behalf of a Foreign Guarantor under or with respect of, principal to the Notes or its Guarantee will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, or on account of, any present or future taxesTaxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, dutiesor on account of, assessments or governmental charges of any kind whatsoever Taxes imposed or levied by or on behalf of the United Kingdom any jurisdiction in which any Foreign Guarantor is then incorporated, organized, engaged in business or resident for tax purposes, or any political subdivision or any Taxing governmental authority thereof or therein having power to tax or any jurisdiction from or through which payment is made, excluding the United States and any political subdivision thereof ("U.K. Withholding Taxes"each, a “Tax Jurisdiction”), unless such U.K. Withholding Taxes are required by the United Kingdom or will at any such subdivision or authority to time be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld made from any payments made by or deducted absent such eventon behalf of any Foreign Guarantor with respect to any Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company or the Guarantors, as the case may be, Foreign Guarantor will pay such additional amounts ("the “Additional Amounts"”) on as may be necessary in order that the Securities that result (after deduction or withholding net amounts received in respect of such U.K. Withholding Taxes, payments (including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in after such withholding, deduction will equal the payment to each Holder of a Security the respective amounts that would have been payable received in respect of such Security had no payments in the absence of such withholding or deduction been requireddeduction; provided, except however, that no Additional Amounts shall will be so payable for or on account ofwith respect to: (a) any tax, duty, assessment or other governmental charge Taxes that would not have been imposed but for (1) the existence Holder or beneficial owner of the Notes being a citizen, resident or national of, incorporated in or carrying on a business in the relevant Tax Jurisdiction in which such Taxes are imposed, or having any other present or former connection between a Holder with the relevant Tax Jurisdiction in which such Taxes are imposed other than by the mere acquisition or holding of any note or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, enforcement or receipt of payment underunder or in respect of any note or any Guarantee; (b) any Taxes imposed or withheld as a result of the failure of the Holder or beneficial owner of the Notes to comply with any reasonable written request, made to that Holder in writing at least 30 days before any such Security) includingwithholding or deduction would be payable, without limitationby any Foreign Guarantors to provide timely or accurate information concerning the nationality, residence or identity of such Holder or to make any valid or timely declaration or similar claim or satisfy any certification, information or other reporting requirements (to the extent such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except is legally eligible to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2do so), which is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction relevant Tax Jurisdiction as a precondition to exemption from from, or reduction in the rate of all deduction or part withholding of, such Taxes; (c) any Taxes that are imposed or withheld as a result of the presentation of any note 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 tax, duty, assessment or other governmental charge30 day period); (d) any taxestate, dutyinheritance, assessment gift, sale, transfer, use, personal property tax or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenturesimilar tax or assessment; (e) any tax, duty, assessment or other governmental charge Tax which is imposed on a payment payable otherwise than by deduction or withholding from payments made under or with respect to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, Notes or any law complying with, or introduced in order to conform to, such Directive; orGuarantee; (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid Tax that was imposed with respect to any payment of the principal of, or any interest on, any Security or Guarantee on a Note to any Holder who is a fiduciary partnership, limited liability company or partnership any person other than the sole beneficial owner of such Security or Guaranteepayment, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of that a beneficiary or settlor with respect to such fiduciary or fiduciary, a member of such a partnership or a limited liability company or the beneficial owner who of such payment would not have been entitled to such the Additional Amounts had it such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (g) any Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Security. At least 30 days prior Code, as of the issue date (or any amended or successor version of such sections), any regulations promulgated thereunder, any official interpretations thereof, any similar law or regulation adopted pursuant to each date on which any payment under or an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the Securities is due foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or (h) any combination of items (a) through (g) above. In addition to the foregoing, any Foreign Guarantor will pay and payableindemnify the Holder for any present or future stamp, if issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies or Taxes levied by any jurisdiction on the Company execution, delivery, registration or enforcement of any of the Notes, any Guarantee (other than on or in connection with a transfer of the Notes other than the initial sale by the Initial Purchaser) or any other document or instrument referred to therein, or the receipt of any payments with respect thereto. If any Foreign Guarantor becomes aware that it will be obligated to pay Additional Amounts with respect to such paymentany payment under or with respect to the Notes or any Guarantee, the Company or the relevant Foreign Guarantor will deliver to the Trustee 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 relevant Foreign Guarantor shall notify the trustee promptly thereafter) an Officer's Certificate officers’ certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable and will payable. The officers’ certificate must also set forth such any other information reasonably necessary to enable the Trustee paying agent to pay such Additional Amounts to Holders on the relevant payment date. Whenever in this Indenture there is mentioned, in any context, The trustee shall be entitled to rely solely on such officers’ certificate as conclusive proof that such payments are necessary. The relevant Foreign Guarantor will provide the trustee with documentation reasonably satisfactory to the trustee evidencing the payment of principalAdditional Amounts. The relevant Foreign Guarantor will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The relevant Foreign Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The relevant Foreign Guarantor will furnish to the Holders, Redemption Pricewithin 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 Foreign Guarantor or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments by such entity. Whenever the Indenture or this “Description of Notes” mentions the payment of amounts based on the principal amount, interest or of any other amount payable under under, or with respect to to, any Security or of the net proceeds received on the sale or exchange of any Securitynotes, such mention shall be deemed to include mention of the 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. The above obligation will survive any termination, defeasance or discharge of the Indenture, any transfer by a Holder of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to any Foreign Guarantor is then incorporated, organized, engaged in business or resident for tax purposes or any jurisdiction from or through which such person makes any payment on the Notes (or any Guarantee) and any political subdivision or taxing authority or agency thereof pursuant or therein having the power to this Indenturetax.

Additional Amounts. All payments of, made by or in on behalf of any of the Guarantors under or with respect of, principal to the Notes and the Note Guarantees will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any kind whatsoever penalties and interest related thereto) (“Taxes”) unless the withholding or deduction of such Taxes is then required by law or by the official interpretation or administration thereof. If, with respect to a Guarantor, any withholding or deduction for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction (other than the United Kingdom States) in which such Guarantor is then incorporated, organized, engaged in business or resident for tax purposes, or any political subdivision or any Taxing governmental authority thereof or therein ("U.K. Withholding Taxes"), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority having power to be withheld or deducted. In the event of (i) a Change in Tax Law tax or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" any jurisdiction (within the meaning of Section 841 of other than the United Kingdom Income and Corporation Taxes Act 1988States) from or through which payment is made by or on behalf of such Guarantor (each, a "Listing Failure"“Tax Jurisdiction”), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of will at any amount for U.K. Withholding Taxes that would not have been time be required to be withheld made from any payments made by or deducted absent on behalf of such eventGuarantor with respect to the Notes or its Note Guarantee, the Company including, without limitation, payments of principal, redemption price, purchase price, interest or the Guarantorspremium, as the case may be, such Guarantor will pay such additional amounts ("the “Additional Amounts"”) on as may be necessary in order that the Securities that result (after deduction or withholding net amounts received in respect of such U.K. Withholding Taxes, payments by each Holder (including any deduction or withholding payments of such U.K. Withholding Taxes with respect to such Additional Amounts) in after such withholding or deduction will equal the payment to each Holder of a Security the respective amounts that would have been payable received in respect of such Security had no payments in the absence of such withholding or deduction been requireddeduction; provided, except however, that no Additional Amounts shall will be so payable for or on account ofwith respect to: (a1) any tax, duty, assessment or other governmental charge Taxes that would not have been imposed but for (1) the existence Holder or beneficial owner of the Notes being a citizen, resident or national of, incorporated in or carrying on a business in the relevant Tax Jurisdiction in which such Taxes are imposed, or having any other present or former connection between a Holder with the relevant Tax Jurisdiction in which such Taxes are imposed other than by the mere acquisition or holding of any Note or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, enforcement or receipt of payment underunder or in respect of any Note or any Note Guarantee; (2) any Taxes imposed or withheld as a result of the failure of the Holder or beneficial owner of the Notes to comply with any written request, made to the Holder or beneficial owner in writing at least 90 days before any such Security) includingwithholding or deduction would be made, without limitationby the Issuer or any of the Guarantors to provide timely or accurate information concerning the nationality, residence or identity of such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any valid or timely declaration or other similar claim or satisfy any certification information or other reporting requirement which, in requirements (to the case of (1) extent such Holder or (2beneficial owner is legally eligible to do so), which is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction relevant Tax Jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental chargeTaxes; (d3) any taxTaxes that are imposed or withheld as a result of the presentation of any Note 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, dutyinheritance, assessment gift, sales, use, transfer, personal property or other governmental charge resulting similar Taxes; (5) any Taxes which are payable otherwise than by deduction or withholding from a Listing Failure payments made under or with respect to any Security issued in the form of a certificated Security pursuant to the terms of this IndentureNote Guarantee; (e6) any tax, duty, assessment or other governmental charge which is Taxes that were imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of under or with respect to the principal of, or any interest on, any Security or Guarantee Notes and the Note Guarantees to any Holder of a Note who is a fiduciary or partnership or Person other than the sole beneficial owner of such Security or Guarantee, payment to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of that a beneficiary or settlor with respect to such fiduciary or member a partner of such partnership or a beneficial owner who would be required to include such payment in its income under the laws of the relevant Tax Jurisdiction and would not have been entitled to such receive payment of the Additional Amounts had it the beneficiary, settlor, partner or beneficial owner been the Holder of such Note; (7) any Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the SecurityCode, as of the Issue Date (or any amended or successor version of such sections 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 with respect to the foregoing or any law or regulation adopted pursuant to any such intergovernmental agreement, or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or (8) any combination of items (1) through (7) above. At least 30 days prior In addition to each date the foregoing, the Foreign Guarantors will, jointly and severally, pay and indemnify the Holders for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise, property or similar taxes levied by any Tax Jurisdiction on which any payment under or in connection with the execution, delivery, registration or enforcement of the Note Guarantees provided by the Foreign Guarantors or with respect to any payment to a Holder of Notes thereunder (limited, solely in the Securities is due case of taxes attributable to the receipt of any payments with respect thereto, to any such taxes that are not excluded under clauses (1) through (4) and payable, if (6) through (7) or any combination thereof). If the Company Issuer or a any Guarantor becomes aware that any Guarantor will be obligated to pay Additional Amounts with respect to such paymentany payment under or with respect to any Note Guarantee, the Company Issuer or the Guarantor relevant Guarantor, as the case may be, 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 Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer's ’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable and will payable. The Officer’s Certificate must also set forth such any other information reasonably necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. Whenever in this Indenture there is mentioned, in any context, The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of principalAdditional Amounts. The relevant Guarantor will make all deductions and withholding of Taxes required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each relevant Tax authority evidencing the payment of any Taxes so deducted or withheld. Upon written request, Redemption Pricethe relevant Guarantor will furnish to the Holders, within 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 Guarantor, or if, notwithstanding such Guarantor’s efforts to obtain receipts, receipts are not obtained, other evidence of payments by such Guarantor. Whenever this Indenture mentions the payment of amounts based on the principal amount, interest or any other amount payable under under, or with respect to to, any Security or the net proceeds received on the sale or exchange of any SecurityNote Guarantee, such mention shall be deemed to include mention of the 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 pursuant to thereof. The above obligations will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to any Guarantor is then incorporated, organized, engaged in business or resident for tax purposes, or any political subdivision or governmental authority thereof or therein having power to tax or any jurisdiction from or through which payment is made by or on behalf of any Guarantor.

Additional Amounts. All Unless specified pursuant to Section 3.01, all payments of, made by or on behalf of the Company under or with respect to the Securities or Guarantees (whether or not in respect of, principal the form of definitive notes) of any series will be made free and clear of and interest on the Securities shall be made without withholding or deduction for or on account of any present or future Taxes, unless the withholding or deduction is then required by law or by the interpretation or administration thereof by the relevant government authority or agency. If any deduction or withholding for, or on account of, any present or future taxes, duties, assessments or governmental charges of any kind whatsoever Taxes imposed or levied under the laws of Canada or by or on behalf of the United Kingdom or any political subdivision or any Taxing authority thereof or therein ("U.K. Withholding Taxes"), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change jurisdiction in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by which the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantors, as the case may be, will pay such additional amounts Subsidiary Guarantor ("Additional Amounts") on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of: (a) any tax, duty, assessment successor or other governmental charge that would not have been imposed but surviving entity) is then incorporated, engaged in business or resident for (1) the existence of any present or former connection between a Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom tax purpose or any political subdivision or taxing authority thereof or therein or any jurisdiction from or through which payment is made by or on behalf of the Company or any Subsidiary Guarantor (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, the jurisdiction of an paying agent) (each, a “Tax Jurisdiction”) will at any time be required to be made from any payments made under or with respect to the Securities, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Subsidiary Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received in respect of such payments by each holder after such withholding or deduction (including with respect to Additional Amounts) will not be less than 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: (1) any Taxes that would not have been imposed but for the Holder or beneficial owner of the Securities being a citizen or resident or national of, incorporated in or carrying on a business, in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the mere acquisition, holding, enforcement or receipt of payment in respect of the Securities; (2) any Taxes that are imposed or withheld as a result of the failure of the Holder or beneficial owner of the Securities to comply with any reasonable written request, made to that Holder or beneficial owner in writing at least 90 days before any such withholding or deduction would be payable, by the Company to provide timely and accurate information concerning the nationality, residence or identity of such Holder or beneficial owner (or to make any valid and timely declaration or similar claim or satisfy any certification, information or other reporting requirement, which is required or imposed by a statute, treaty, regulation or administrative practice of the relevant Tax Jurisdiction as a precondition to any exemption from or reduction in all or part of such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or Taxes; (3) the presentation of a any Security or a Guarantee presented for payment on a date (where Securities are in definitive form and presentation is required) more than 30 days after the date on which such relevant payment in respect of such Security became due and payable is first made available for payment to the Holder or provided for, whichever occurs later, beneficial owner (except to the extent that the Holder of such Security or such Guarantee beneficial owner would have been entitled to such Additional Amounts if it had the Security been presented such Security or such Guarantee for payment within on any day during such 30-day period.); (b4) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental chargeTaxes; (c5) any taxTaxes withheld, duty, assessment deducted or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder an individual and is that are required to be made pursuant to European Council Directive 2003/48/EC or any European Union Directive 2003/48 other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law implementing or complying with, with or introduced in order to conform to such Directive; (6) any Taxes which the payor is not required to deduct or withhold from payments under, or with respect to, such Directivethe Securities; (7) any Taxes withheld, deducted or imposed because the holder or beneficial owner of the notes does not deal at arm’s length with the Company or a relevant Guarantor at a relevant time for purposes of the Income Tax Act (Canada); or (f) 8) any combination of items (a), 1) through (b), (c), (d) and (e7) above; nor shall Additional Amounts be paid . The Company or the relevant Subsidiary Guarantor will make all withholdings or deductions required by law and will remit the full amount deducted or withheld to the relevant taxing authority as and when required in accordance with respect applicable law. The Company will pay all taxes, interest and other liabilities which arise by virtue of any failure of the Company to any withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. Upon request, the Company will provide to the Trustees an official receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory to the Trustees evidencing the payment of any Taxes so deducted or withheld. The Company will attach to each certified copy or other document a certificate stating the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner amount of such Security Taxes paid per $1,000 principal amount of the Securities then outstanding. Upon request, copies of those receipts or Guaranteeother documentation, as the case may be, will be made available by the Trustees to the Holders of the Securities. The Company will indemnify each Trustee and each Holder of the Securities for and hold them harmless against the full amount of any Taxes paid by or on behalf of such Trustee or such Holder to the extent such payment would be required Trustee or such Holder was entitled to Additional Amounts with respect thereto. A certificate as to the amount of such requested indemnification, delivered by the laws Trustee or by the Holder, shall be conclusive absent manifest error. In addition, the Company will pay and indemnify the Trustee and the Holder for any present or future stamp, court or documentary taxes, and any other excise or property taxes, charges or similar levies which arise in a Tax Jurisdiction from the execution and delivery of this Indenture or the execution, delivery or registration of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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. At least 30 days prior to each date on which any payment under Securities or with respect to payments on the Securities is due Securities. All amounts discussed in this paragraph shall be payable by the Company on demand and payableshall bear interest at the rate borne by the Securities, if calculated from the date incurred by the Holder to the date paid by the Company. All such amounts shall be Additional Amounts for the purpose of this Indenture. If the Company or a any Subsidiary Guarantor becomes aware that it will be obligated to pay Additional Amounts with respect to such paymentany payment under or with respect to the Securities, the Company or the Guarantor will deliver to the Trustee Trustees on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company shall notify the Trustees promptly thereafter) an Officer's Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable and will payable. The Officers’ Certificate must also set forth such any other information reasonably necessary to enable the Trustee any Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. Whenever The Trustees shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. The Company will provide the Trustees with documentation reasonably satisfactory to the Trustees evidencing the payment of Additional Amounts. References in this Indenture there is mentionedto interest, in any context, principal or other payments made or to be made by the payment of principal, Redemption Price, interest or any other amount payable under or Company with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention Securities shall be deemed also to include mention of refer to the payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would Section 3.01 that may be payable in respect thereof pursuant to thereof. The provisions of this Section 10.05 shall survive any termination, defeasance or discharge of this Indenture.

Additional Amounts. (a) All payments ofmade by the Issuer, a Successor Company or in respect of, principal Guarantor (a “Payor”) on the Notes or the Note Guarantees will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, or on account of, any present Taxes unless the withholding or future taxesdeduction of such Taxes is then required by law. If any deduction or withholding for, dutiesor on account of, assessments or governmental charges of any kind whatsoever Taxes imposed or levied by or on behalf of: (1) the Grand Duchy of Luxembourg, the United Kingdom or any political subdivision or any Taxing authority Governmental Authority thereof or therein having power to tax; ("U.K. Withholding Taxes"2) any jurisdiction from or through which payment on any such Note or Note Guarantee is made by the Issuer, Successor Company, Guarantor or their agents, or any political subdivision or Governmental Authority thereof or therein having the power to tax; or (3) any other jurisdiction in which the Payor is incorporated or organized, engaged in business for tax purposes or otherwise considered to be a resident for tax purposes, or any political subdivision or Governmental Authority thereof or therein having the power to tax (each of clauses (1), unless (2) and (3), a “Relevant Taxing Jurisdiction”), will at any time be required from any payments made with respect to any Note or Note Guarantee, including payments of principal, redemption price, premium, if any, or interest, the Payor shall pay (together with such U.K. Withholding Taxes are required payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company Holders or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the GuarantorsTrustee, as the case may be, will pay after such additional amounts withholding or deduction ("Additional Amounts") on the Securities that result (after including any such deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to from such Additional Amounts) in the payment to each Holder of a Security ), will not be less than the amounts that which would have been payable received in respect of such Security had no payments on any such Note or Note Guarantee in the absence of such withholding or deduction been requireddeduction; provided, except however, that no such Additional Amounts shall will be so payable for or on account of: (a1) any tax, duty, assessment or other governmental charge Taxes that would not have been so imposed but for (1) the existence of any present or former connection between a the relevant Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such over the relevant Holder, if such the relevant Holder is an estate, nominee, trust, partnership partnership, limited liability company or corporation) and the United Kingdom Relevant Taxing Jurisdiction (including, but not limited to, being a citizen or any political subdivision resident or taxing authority thereof national or therein (other than mere ownership domiciliary of, or the existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present in the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Note or enforcement of rights hereunder or under a Note Guarantee or the receipt of any payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, respect thereof; (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent Taxes that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is are imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security the Note to comply, or the delay in complying, comply with a written request in writing of the Company or a Guarantor (which request shall be furnished Payor addressed to the Trustee) (1) Holder, after reasonable notice, to provide information certification, information, documents or other evidence concerning the nationality, residence, place of establishment identity or identity connection with the Relevant Taxing Jurisdiction of the Holder or such beneficial owner owners or (2) to make any declaration or other similar claim or satisfy any information or other reporting requirement whichrelating to such matters, in the each case of (1) or (2), that is required or imposed by a statuteapplicable law, treatyregulation, regulation treaty or administrative practice of the taxing jurisdiction Relevant Taxing Jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment Tax; provided that in each case the Holder or other governmental chargebeneficial owner is legally eligible to do so; (d3) any tax, duty, assessment Taxes that are payable otherwise than by deduction or other governmental charge resulting withholding from a Listing Failure payment with respect to the Notes or any Security issued in the form of a certificated Security pursuant to the terms of this IndentureNote Guarantee; (e4) any taxestate, dutyinheritance, assessment gift, sales, transfer, personal property or other governmental charge which is imposed similar Taxes; (5) any Taxes that are required to be deducted or withheld on a payment to any holder and is required to be made an individual pursuant to the European Council Directive 2003/48/EC or any European Union Directive 2003/48 on other directive implementing the taxation conclusions of savings income proposed to come into effect from July 1, 2005, at the earliest, ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to such directive; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to, such Directive; oror otherwise accepting payment from, another Paying Agent in a member state of the European Union; (f7) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid Taxes imposed on or with respect to any a payment of the principal of, or any interest on, any Security or Guarantee to any a Holder who that is a fiduciary or partnership or any Person other than the sole beneficial owner of such Security payment or GuaranteeNote, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of that a beneficiary or settlor with respect to such fiduciary or fiduciary, a member of such partnership or a the beneficial owner who of such payment or Note would not have been entitled to such the Additional Amounts had it such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (8) any Taxes imposed pursuant to or in connection with Sections 1471 through 1474 of the Security. At least 30 days prior Code, the United States Treasury Regulations thereunder or any similar law or regulations adopted pursuant to each date on which any payment under or an intergovernmental agreement between a non‑U.S. jurisdiction and the United States with respect to the Securities is due and payable, foregoing; or (9) any combination of the above. (b) Additional Amounts will also not be payable (x) to the extent the payment could have been made without such deduction or withholding if the Company beneficiary of the payment had presented the Note for payment (where presentation is required for payment) within 30 days after the relevant payment was first made available for payment to the Holder, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment within such 30 day period or (y) where, had the beneficial owner of the Note been the Holder, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment within such 30-day period, such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (9) inclusive above, but only if there is no material cost or legal restriction associated with transferring the Note to such beneficial owner. (c) The Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes, in such form as provided in the ordinary course by the Relevant Taxing Jurisdiction and as is reasonably available to the Company, and shall provide such certified copies to the Trustee. Such copies shall be made available to the Holders upon request and shall be made available at the offices of the Paying Agent. The Payor shall attach to each certified copy a Guarantor will certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per £1,000 principal amount of the Notes. (d) If any Payor becomes aware that it shall be obligated to pay Additional Amounts under or with respect to any payment made on any Note or Note Guarantee, at least 30 days prior to the date of such payment, the Company or the Guarantor will Payor shall deliver to the Trustee an Officer's ’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount so payable and will set forth such other information necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises, or the Payor becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable after the date that is 30 days prior to the payment date). Whenever The Trustee shall be entitled to rely solely on such Officer’s Certificate without further inquiry, as conclusive proof that such payments are necessary. (e) Wherever in this Indenture or the Note Guarantees there is are mentioned, in any context, : (1) the payment of principal, Redemption Price, interest ; (2) purchase or redemption prices in connection with a purchase or redemption of Notes; (3) interest; or (4) any other amount payable under on or with respect to any Security or of the net proceeds received on the sale or exchange of any SecurityNotes, such mention reference shall be deemed to include mention of the payment of Additional Amounts provided for in pursuant to this Indenture Section 2.13 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to thereof. (f) The Payor shall pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Notes, this Indenture, the Proceeds Loan Agreement, the Intercreditor Agreements, the other Security Documents or any other document or instrument in relation thereto (other than a transfer or exchange of the Notes) excluding any such Taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction. (g) The foregoing obligations of this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to the Issuer or any Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments of, or in respect of, of principal of and interest on the Securities shall Notes by the Issuer or any Guarantor (including, in each case, any successor entity) (each, a “Payor”) will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges of any kind whatsoever charge imposed or levied by or on behalf of the United Kingdom States, any other jurisdiction from or through which payment on any Note or Guarantee thereof is made, or any other jurisdiction in which a Payor is organized, engaged in business for tax purposes, or otherwise considered to be a resident for tax purposes, or any political subdivision or any Taxing governmental authority thereof or therein having the power to tax ("U.K. Withholding Taxes"), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of whichor, in each case, is any political subdivision or taxing authority thereof or therein having power to require tax) (each, a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such taxes, assessment or other government charge is required by the Company law or the Guarantors pursuant official interpretation or administration thereof. The Payor will, subject to the Securities or the Guaranteesexceptions and limitations set forth below, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantors, as the case may be, will pay such additional amounts ("“Additional Amounts"”) on as are necessary in order that the Securities that result (net payment received by the beneficial holder, after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been requiredfor any present or future tax, except assessment or other governmental charge imposed by a Relevant Taxing Jurisdiction, will not be less than the amount provided in the Notes to be then due and payable; provided, however, that no the foregoing obligation to pay Additional Amounts shall be so payable not apply: (i) to the extent any tax, assessment or other governmental charge is imposed by reason of the Holder (or the beneficial owner for whose benefit such Holder holds such Note), or on account of: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: ​ ​ (a) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States; (b) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States or having been present in the United States; (c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax; (d) being or having been a “10-percent shareholder” of the Issuer as defined in section 871(h)(3) of the Code or any successor provision; or (e) being 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, as described in section 881(c)(3)(A) of the Code or any successor provision; (ii) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (iii) to the extent any tax, duty, assessment or other governmental charge that would not have been imposed but for (1) the existence failure of any present or former connection between a the Holder or any other person (A) to comply with certification, identification or information reporting requirements concerning the beneficial owner of a Security (nationality, residence, identity or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and connection with the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt States of payment under, such Security) including, without limitation, such the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to a partial or complete exemption from such tax, assessment or other governmental charge or (B) to comply with any information gathering or such fiduciaryreporting requirements or take any similar actions (including entering into any agreement with the U.S. Internal Revenue Service), settlorin each case, beneficiarythat are required to obtain the maximum exemption from withholding that is available to payments received by or on behalf of the Holder; (iv) to any tax, memberassessment or other governmental charge that is imposed otherwise than by withholding by the Payor or a paying agent from the payment; (v) to any estate, shareholder inheritance, gift, sales, transfer, wealth, capital gains or possessor) being personal property tax or having been a residentsimilar tax, domiciliary assessment or national ofother governmental charge, or being excise tax imposed on the transfer of Notes; (vi) to any tax, assessment or having been present other governmental charge required to be withheld by any paying agent from any payment of principal of or engaged in interest on any Note as a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) result of the presentation of a Security or a Guarantee any Note for payment (where presentation is required) by or on behalf of a Holder of Notes, if such payment could have been made without such withholding by presenting the relevant Note to at least one other paying agent in a member state of the United Kingdom European Union; (vii) to the extent any tax, assessment or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could other governmental charge would not have been presented elsewhere, or (3) imposed but for the presentation by the Holder of a Security or a Guarantee any Note, where presentation is required, for payment on a date more than 30 days after the date on which such payment in respect of such Security 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 of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period.; ​ (bviii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) to any tax, duty, assessment or other governmental charge that is imposed or withheld by reason under Sections 1471 through 1474 of the failure by the Holder Code (or the beneficial owner of a Security any amended or successor provisions that are substantively comparable and not materially more onerous to complycomply with), any current or the delay in complyingfuture regulations or official interpretations thereof, with a request in writing any agreement entered into pursuant to Section 1471(b) of the Company Code or a Guarantor (which request shall be furnished any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the Trustee)implementation of such sections of the Code; or (1ix) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (ai), (bii), (ciii), (div), (v), (vi), (vii) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver to the Trustee an Officer's 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, Redemption Price, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the 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 pursuant to this Indentureviii).

Additional Amounts. (a) All payments ofand deliveries made by the Company or any successor to the Company under or with respect to this Indenture and the Notes, or including, but not limited to, payments of principal (including, if applicable, the Repurchase Price, the Fundamental Change Repurchase Price and the Redemption Price), payments of interest, including any Additional Interest, and payments of cash and/or deliveries of ADSs (or, at the Holder’s election, Class A Ordinary Shares in respect oflieu of such ADSs), principal together with payments of and interest on the Securities cash for any fractional ADSs, if applicable, upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of any kind whatsoever whatever nature imposed or levied by or on behalf of within any jurisdiction in which the United Kingdom Company or any successor to the Company is organized or otherwise resident for tax purposes or from or through which payment is made (or any political subdivision or any Taxing taxing authority thereof or therein therein) ("U.K. Withholding Taxes")each, as applicable, a “Relevant Taxing Jurisdiction”) unless such U.K. Withholding Taxes are withholding or deduction is required by law or by regulation or governmental policy having the United Kingdom or any such subdivision or authority to be withheld or deductedforce of law. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the that any such withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such eventis so required, the Company or any successor to the Guarantors, as the case may be, will Company shall pay or deliver to each Holder such additional amounts of cash or ADSs ("or, at the Holder’s election, Class A Ordinary Shares in lieu of such ADSs), as applicable (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 taxes on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security shall equal the amounts that would have been payable in respect of received by such Security beneficial owner had no such withholding or deduction been required, except ; provided that no Additional Amounts shall be so payable payable: (i) for or on account of: (aA) any tax, duty, assessment or other governmental charge that would not have been imposed but for for: (1) the existence of any present or former connection between a the relevant Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) Note and the United Kingdom or any political subdivision or taxing authority thereof or therein (Relevant Taxing Jurisdiction, other than mere ownership of, merely holding such Note or the receipt of payment underpayments or the enforcement of rights thereunder, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a residentnational, domiciliary or national of, 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 in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, ; (2) the presentation of a Security or a Guarantee for payment such Note (in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3cases in which presentation is required) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the later of the date on which such the payment in respect of such Security became due and payable pursuant to the terms thereof or was made or duly provided for, whichever occurs later, except to the extent that the Holder or beneficial owner of such Security or such Guarantee Note would have been entitled to such Additional Amounts if it had presented on presenting such Security or such Guarantee Note for payment within on any date during such 30-day period.; or (b3) 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 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 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 Taxing Jurisdiction, unless such Note could not have been presented for payment elsewhere; (B) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, duty, assessment or other governmental charge; (cC) any tax, duty, assessment or other governmental charge that is imposed payable otherwise than by withholding or withheld by reason of the failure by the Holder deduction from payments or the beneficial owner of a Security to comply, deliveries under or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished respect to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental chargeNotes; (dD) any tax, dutyassessment, assessment withholding or deduction required by FATCA, any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other governmental charge resulting from a Listing Failure with respect official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any Security issued in the form of a certificated Security pursuant law enacted by such other jurisdiction to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment give effect to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliestsuch agreement, or any law complying with, or introduced in order to conform to, such Directiveagreement with the U.S. Internal Revenue Service under FATCA; or (fE) any combination of items taxes, duties, assessments or other governmental charges referred to in the preceding clauses (aA), ‎(B), (bC) or ‎(D), ; or (c), (dii) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal ofof (including the Repurchase Price, or the Fundamental Change Repurchase Price and the Redemption Price, if applicable), and interest, including any interest Additional Interest on, such Note or the payment of cash and/or the delivery of ADSs or, at the Holder’s election, Class A Ordinary Shares in lieu thereof (together with payment of cash for any Security or Guarantee to any fractional ADS) upon conversion of such Note by a Holder, if the Holder who is a fiduciary fiduciary, partnership or partnership person other than the sole beneficial owner of such Security or Guarantee, that payment to the extent that such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes purposes, of a beneficiary or settlor with respect to such fiduciary or the fiduciary, a member of such that partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it that beneficiary, settlor, partner or beneficial owner been the Holder thereof. (b) The Company will make any required withholding or deduction of taxes and remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company will furnish to the Trustee and the Agents, within 30 days after the date the payment of any taxes so deducted or withheld is due pursuant to applicable law, either certified copies of tax receipts evidencing such payment or, if such receipts are not obtainable, other evidence of payments reasonably satisfactory to the Paying Agent. Upon request, copies of those receipts or other evidence of payments, as the case may be, will be made available by the Paying Agent to the Holders or beneficial owners of the SecurityNotes. At least 30 days prior Neither the Trustee, the Paying Agent, or any other Agents shall be responsible for withholding or deducting any taxes or other sums required by any applicable law or liable to pay any additional amount in respect of such withholding or deduction by the Company. ​ (c) In addition, the Company will pay any stamp, issue, registration, court, documentary or value added taxes, or any other excise or property taxes, charges or similar levies (including, in each date on which case, interest and penalties) payable in respect of the creation, issue, offering, execution, delivery, registration, enforcement or making payments in respect of the Notes, or any payment under documentation with respect thereto, excluding any such taxes, charges or similar levies imposed by any jurisdiction other than a Relevant Taxing Jurisdiction except those resulting from, or required to be paid in connection with, the enforcement of the Notes after the occurrence and during the continuance of a Default with respect to the Securities is due Notes. (d) Any reference in this Indenture or the Notes in any context to the payment of cash and/or the delivery of ADSs or Class A Ordinary Shares in lieu thereof (together with payments of cash for any fractional ADS) upon conversion of any Note or the payment of principal of (including Repurchase Price, the Fundamental Change Repurchase Price and payablethe Redemption Price, if the Company applicable) and any interest (including any Additional Interest) on, any Note or a Guarantor will be obligated to pay Additional Amounts any amount payable with respect to such paymentNote, the Company or the Guarantor will deliver to the Trustee an Officer's 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, Redemption Price, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the 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 with respect thereof to that amount pursuant to this ‎Section 4.07. (e) The foregoing obligations of the Company shall survive termination or discharge of this Indenture.

Additional Amounts. (a) All payments ofmade by the Company, a Successor Company or in respect of, principal a Guarantor (a “Payor”) on the Notes or the Note Guarantees will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, or on account of, any present Taxes unless the withholding or future taxesdeduction of such Taxes is then required by law. If any deduction or withholding for, dutiesor on account of, assessments or governmental charges of any kind whatsoever Taxes imposed or levied by or on behalf of: (1) (i) the United States of America, (ii) any State of the United States or the District of Columbia, (iii) the Grand Duchy of Luxembourg, (iv) the United Kingdom or (v) with respect to each of the jurisdictions in (i)-(iv), any political subdivision or Governmental Authority thereof or therein having power to tax; (2) any jurisdiction from or through which payment on any such Note or Note Guarantee is made by the Company, Successor Company, Guarantor or their agents, or any political subdivision or any Taxing authority Governmental Authority thereof or therein having the power to tax; or ("U.K. Withholding Taxes"3) any other jurisdiction in which the Payor is incorporated or organized, engaged in business for tax purposes or otherwise considered to be a resident for tax purposes, or any political subdivision or Governmental Authority thereof or therein having the power to tax (each of clauses (1), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i2) a Change in Tax Law or and (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"3), the effect a “Relevant Taxing Jurisdiction”), will at any time be required from any payments made with respect to any Note or Note Guarantee, including payments of whichprincipal, in each caseredemption price, is to require the withholding premium, if any, or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such eventinterest, the Company or the Guarantors, as the case may be, will Payor shall pay (together with such payments) such additional amounts ("the “Additional Amounts"”) on as may be necessary in order that the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the net amounts that would have been payable received in respect of such Security had no payments after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been requiredreceived in respect of such payments on any such Note or Note Guarantee in the absence of such withholding or deduction; provided, except however, that no such Additional Amounts shall will be so payable for or on account of: (a1) any tax, duty, assessment or other governmental charge Taxes that would not have been so imposed but for (1) the existence of any present or former connection between a the relevant Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such over the relevant Holder, if such the relevant Holder is an estate, nominee, trust, partnership partnership, limited liability company or corporation) and the United Kingdom Relevant Taxing Jurisdiction (including, but not limited to, being a citizen or any political subdivision resident or taxing authority thereof national or therein (other than mere ownership domiciliary of, or the existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present in the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Note or enforcement of rights hereunder or under a Note Guarantee or the receipt of any payment underin respect thereof; (2) any Taxes that are imposed or withheld on behalf of a Holder who would have been able to avoid such withholding or deduction by complying with applicable certification, documentation, identification, information or other reporting requirement concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction if such Securitycompliance is required by statute or regulation of the Relevant Taxing Jurisdiction as a precondition to relief or exemption applicable withholding tax or duty; (3) includingany Taxes that are payable otherwise than by deduction or withholding from a payment with respect to the Notes or any Note Guarantee; (4) any estate, without limitationinheritance, such gift, sales, transfer, personal property or similar Taxes; (5) any Taxes imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner (or who would have been able to avoid such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national ofTax by presenting the relevant Note to, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment inotherwise accepting payment from, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment another Paying Agent in the United Kingdom or any political subdivision member state of the European Union; (6) any Taxes imposed on or with respect to a payment to a Holder that is a fiduciary or partnership or any Taxing authority thereof Person other than the sole beneficial owner of such payment or thereinNote, unless to the extent that a beneficiary or settlor with respect to such Security fiduciary, a member of such partnership or Guarantee could the beneficial owner of such payment or Note would not have been presented elsewhereentitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (7) any Taxes imposed pursuant to or in connection with Sections 1471 through 1474 of the Code, the United States Treasury Regulations thereunder or any similar law or regulations adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing; or (8) any Taxes required to be withheld by any Paying Agent from any payment of principal of, or interest on, any Note if such payment can be made without such withholding by any other Paying Agent outside the United States; (39) the presentation any Taxes imposed by reason of such Holder’s past or present status, for U.S. federal income tax purposes, as a passive foreign investment company (including a qualified election fund), a controlled foreign corporation, a personal holding company, a private foundation or other tax exempt organization or as a corporation which accumulates earnings to avoid United States federal income tax; (10) any Taxes imposed on interest received by a Holder or beneficial owner of a Security Note that is a 10% shareholder (as defined in Section 871(h)(3)(B) of the Code and the regulations that may be promulgated thereunder) of the Company, being a bank whose receipt of interest on a Note is described in Section 881(c)(3)(A) of the Code and regulations that may be promulgated thereunder or being a Guarantee controlled foreign corporation that is related to the Company as described in Section 881(c)(3)(C); or (11) any combination of the above. (b) Such Additional Amounts will also not be payable (x) to the extent the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment on a date more than (where presentation is required for payment) within 30 days after the date on which such relevant payment in respect of such Security became due and payable or provided for, whichever occurs laterwas first made available for payment to the Holder, except for Additional Amounts with respect to the extent Taxes that the Holder of such Security or such Guarantee would have been entitled to imposed had the Holder presented the Note for payment within such 30 day period or (y) where, had the beneficial owner of the Note been the Holder, except for Additional Amounts if it with respect to Taxes that would have been imposed had the Holder presented such Security or such Guarantee the Note for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or member of such partnership or a beneficial owner who would not have been entitled to such payment of Additional Amounts had it been by reason of any of clauses (1) to (11) inclusive above, but only if there is no material cost or legal restriction associated with transferring the Holder Note to such beneficial owner. (c) The Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes, in such form as provided in the ordinary course by the Relevant Taxing Jurisdiction and as is reasonably available to the Payor, and shall provide such certified copies to the Trustee. Such copies shall be made available to the Holders upon request and shall be made available during normal business hours at the offices of the SecurityPaying Agent. At least 30 days prior The Payor shall attach to each date on which certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per €1,000 principal amount of Notes. (d) If any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will Payor becomes aware that it shall be obligated to pay Additional Amounts under or with respect to any payment made on any Note or Note Guarantee, at least 30 days prior to the date of such payment, the Company or the Guarantor will Payor shall deliver to the Trustee and the Paying Agent an Officer's ’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount so payable and will set forth such other information necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises, or the Payor becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable after the date that is 30 days prior to the payment date but in any event no less than 2 (two) Business Days prior to the payment date). Whenever The Trustee and the Paying Agent shall be entitled to rely solely on such Officer’s Certificate without further inquiry, as conclusive proof that such payments are necessary. (e) Wherever in this Indenture or the Note Guarantees there is are mentioned, in any context, : (1) the payment of principal, Redemption Price, interest ; (2) purchase or redemption prices in connection with a purchase or redemption of Notes; (3) interest; or (4) any other amount payable under on or with respect to any Security or of the net proceeds received on the sale or exchange of any SecurityNotes, such mention reference shall be deemed to include mention of the payment of Additional Amounts provided for in pursuant to this Indenture Section 2.13 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to thereof. (f) The Payor shall pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Notes, this Indenture, the Intercreditor Agreement, the other Security Documents or any other document or instrument in relation thereto (other than a transfer or exchange of the Notes) excluding any such Taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction. (g) The foregoing obligations of this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to the Company or any Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments of, made by the Company or in any Subsidiary Guarantor under or with respect of, principal to the Notes or any Subsidiary Guarantee will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, for or on account of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of any kind whatsoever charge imposed or levied by or on behalf of the United Kingdom or any political subdivision or any Canadian Taxing authority thereof or therein Authority (hereinafter "U.K. Withholding Taxes"), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or any Subsidiary Guarantor is required to withhold or deduct Taxes by law or by the Guarantors pursuant interpretation or administration thereof. If the Company or any Subsidiary Guarantor is so required to withhold or deduct any amount of interest for or on account of Taxes from any payment made under or with respect to the Securities Notes or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such eventSubsidiary Guarantee, the Company or the Guarantorssuch Subsidiary Guarantor, as the case may be, will pay such additional amounts of interest ("Additional Amounts") on as may be necessary so that the Securities that result net amount received by each Holder (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no after such withholding or deduction will not be less than the amount the Holder would have received if such Taxes had not been required, except withheld or deducted; provided that no Additional Amounts shall will be so payable for with respect to a payment made to a Holder (an "Excluded Holder") (i) with which the Company or on account of: such Subsidiary Guarantor does not deal at arm's length (awithin 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 any taxconnection between such Holder and Canada or any province or territory thereof other than the mere holding of Notes or the receipt of payments thereunder, duty(iii) which failed to duly and timely comply with a timely request of the Company to provide information, assessment documents, certification or other governmental charge that would not have been imposed but for (1) the existence of any present or former connection between a Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, evidence concerning such Holder's nationality, if such Holder is an estateresidence, trustentitlement to treaty benefits, partnership identity or corporation) and the United Kingdom connection with Canada or any political subdivision or taxing authority thereof thereof, if and to the extent that due and timely compliance with such request would have resulted in the reduction or therein (other than mere ownership of, or receipt elimination of payment under, such Security) including, without limitation, any taxes as to which Additional Amounts would have otherwise been payable to such Holder of Notes but for this clause (iii), (iv) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Note directly (but only if there is no material cost or expense associated with transferring such fiduciary, settlor, Note to such beneficiary, memberpartner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, shareholder partner or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewherebeneficial owner), or (3v) any combination of the presentation foregoing numbered clauses of a Security this proviso. The Company or a Guarantee for payment on a date more than such Subsidiary Guarantor, as the case may be, shall also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company or such Subsidiary Guarantor, as the case may be, shall furnish to the Holders of the Notes, within 30 days after the date on which the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment in by the Company or such Subsidiary Guarantor, as the case may be. The Company or such Subsidiary Guarantor, as the case may be, will indemnify and hold harmless each Holder (other than all Excluded Holders) for the amount of (i) any Taxes not withheld or deducted by the Company or such Subsidiary Guarantor and levied or imposed and paid by such Holder as a result of payments made under or with respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that Notes or the Holder of such Security Subsidiary Guarantees, (ii) any liability (including penalties, interest and expenses) arising therefrom or such Guarantee would have been entitled with respect thereto, and (iii) any Taxes imposed with respect to such Additional Amounts if it had presented such Security any reimbursement under clauses (i) or such Guarantee for payment within such 30-day period(ii) above. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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. At least 30 days prior to each date on which any payment under or with respect to the Securities Notes is due and payable, if the Company or a any Subsidiary Guarantor is aware that it will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver to the Trustee an Officer's Officers' Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principalprincipal (and premium, Redemption Priceif any), interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any SecurityNote, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Indenture Section 4.16 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indenturethereof.

Additional Amounts. (a) All payments of, made by or in on behalf of an Issuer or any Guarantor (each a “Payor”) under or with respect of, principal to the Notes or any Note Guarantee will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of any kind whatsoever charge (including penalties, interest and other similar liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which such Payor is organized, resident or doing business for tax purposes or from or through which such Payor (or its agents) makes any payment on the United Kingdom Notes or any Note Guarantee or any department or political subdivision or any thereof (each, a “Relevant Taxing authority thereof or therein ("U.K. Withholding Taxes"Jurisdiction”), unless such U.K. Withholding Payor is required to withhold or deduct Taxes are required by law or by the United Kingdom interpretation or any such subdivision administration thereof. If a Payor is so required to withhold or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of deduct any amount for U.K. Withholding or on account of Taxes that would not have been required from any payment made under or with respect to be withheld the Notes or deducted absent any Note Guarantee, such eventPayor, subject to the Company or the Guarantors, as the case may beexceptions stated below, will pay such additional amounts ("“Additional Amounts"”) on as may be necessary such that the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable net amount received in respect of such Security had no payment by each holder after such withholding or deduction been required, except that no (including withholding or deduction attributable to Additional Amounts shall payable hereunder) will not be less than the amount the holder would have received if such Taxes had not been required to be so payable for withheld or on account ofdeducted. (b) A Payor will not, however, pay Additional Amounts to a holder or beneficial owner of Notes: (ai) any tax, duty, assessment or other governmental charge that with which the Payor does not deal at arm’s length (for the purpose of the Income Tax Act (Canada)) at the time of making such payment, (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for (1) the existence of any present or former connection between a Holder (or the beneficial owner of a Security (of, or between person ultimately entitled to obtain an interest in , such Notes, including a fiduciary, settlorsettler, beneficiary, member member, partner, shareholder or shareholder ofother equity interest owner of , or possessor of a power over, such Holderholder or beneficial owner, if such Holder holder or beneficial owner is an estate, trust, partnership partnership, limited liability company, corporation or corporationother entity) and the United Kingdom Relevant Taxing Jurisdiction (including being a citizen or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary resident or national of, or being carrying on a business or having been present or engaged in a trade or business therein or having or having had maintaining a permanent establishment in, the United Kingdom Relevant Taxing Jurisdiction other than any connection resulting solely from the acquisition, ownership, or disposition of Notes, the receipt of payments thereunder and/or the exercise or enforcement of rights under any Notes or any political subdivision or any Taxing authority thereof or therein, Note Guarantee); (2iii) to the presentation of a Security or a Guarantee for payment in extent the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless Taxes giving rise to such Security or Guarantee could Additional Amounts would not have been presented elsewhereimposed but for the failure of the holder or beneficial owner of Notes, to the extent such holder or beneficial owner is legally eligible to do so, to satisfy any certification, identification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or arm’s length-relationship with the Payor and the holder or beneficial owner or otherwise establishing the right to the benefit of an exemption from, or reduction in the rate of, withholding or deduction, if (3a) such compliance is 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) and (b) the Payor has provided the Trustee with 30 days’ prior written notice of such requirement; (iv) with respect to any estate, inheritance, gift, sales 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 the holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note; (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 a Security or a Guarantee any Note, where presentation is required, for payment on a date more than 30 days after the date on which such payment in respect of such Security 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 of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (cvii) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in Tax imposed or levied by, or on behalf of, the form United States of a certificated Security pursuant to America or any State thereof or the terms District of this IndentureColumbia (or any political subdivision of any of the foregoing); (eviii) with respect to any tax, duty, assessment or other governmental charge which is Taxes imposed on a payment to any holder an individual and is required to be made pursuant to any the European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at which was adopted by the earliestECOFIN Council (the Council of the EU Finance and Economic Ministers), or any law implementing or complying with, or introduced in order to conform to, such Directivedirective, or pursuant to related measures entered into on a reciprocal basis between member states of the European Union and certain non-European countries and dependent or associated territories; (ix) with respect to any Tax which is payable otherwise than by withholding from payments on or in respect of the Notes or any Note Guarantee; or (fx) any combination of items (ai), (bii), (ciii), (div), (v), (vi), (vii), (viii) and (eix) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom this Section 4.19(b). (or any political subdivision or relevant Taxing authority thereof or thereinc) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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. At least 30 calendar days prior to each date on which any payment under or with respect to the Securities Notes or any Note Guarantee is due and payable, if the Company or a Guarantor Payor will be obligated to pay Additional Amounts with respect to such paymentpayment (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 Company or the Guarantor Payor will deliver to the Trustee an Officer's 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 holders on the payment date. Whenever The Payor will promptly publish a notice in accordance with the provisions set forth in Section 13.01 hereof stating that such Additional Amounts will be payable and describing the obligation to pay such amounts. (d) The Payors, jointly and severally, will indemnify and hold harmless the holders of Notes, 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 or under any Note Guarantee; 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 will 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 or reimbursement obligations provided for in this Section 4.19(d) shall not extend to Taxes for which the holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder by virtue of clauses (b)(i) through (b)(x) above or to the extent such 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 as a result of, or in connection with, any payments made pursuant to the Notes or any Note Guarantee and/or the enforcement of the Notes or any Note Guarantee and/or any other such document or instrument. (f) The obligations described in this Section 4.19 will survive any termination, defeasance or discharge of the Indenture there and will apply mutatis mutandis to any successor Person to any Payor and to any jurisdiction in which such successor is mentionedorganized 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, Redemption Pricepremium, if any, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any SecurityNote, such mention reference shall be deemed to include mention of the payment of Additional Amounts provided for in this Indenture to the extent thator indemnification payments as described hereunder, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indentureif applicable.

Additional Amounts. (a) All payments ofmade by or on behalf of the Company or by or on behalf of any Guarantor under or with respect to the Notes, or in respect of, principal of and interest on the Securities shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of any kind whatsoever charge (including penalties, interest and other liabilities related thereto) (hereinafter referred to as “Taxes”) imposed or levied by or on behalf of the United Kingdom government of Canada, any province or territory of Canada or any political subdivision or any authority or agency therein or thereof having power to tax, or within any other jurisdiction in which the Company or any such Guarantor is organized, or is otherwise carrying on business in, or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made (each, a “Relevant Taxing authority thereof or therein ("U.K. Withholding Taxes"Jurisdiction”), unless such U.K. Withholding Person is required to withhold or deduct Taxes are required by law or by the United Kingdom interpretation or administration thereof. (b) If the Company or any Guarantor that is organized, or is otherwise carrying on business in, or is otherwise resident for tax purposes other than in the United States (each such subdivision person, a “Payor”) is so required to withhold or authority 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 or a Note Guarantee, such Payor shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by a Holder or beneficial owner of Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount such Holder or beneficial owner of Notes would have received if such Taxes (including Taxes on any Additional Amounts) had not been withheld or deducted. In ; provided, however, that the event foregoing obligations to pay Additional Amounts shall not apply to (1) any Holder or beneficial owner of (i) a Change in Tax Law or (ii) a failure by Notes with which the Company to list or maintain a listing of the Securities on a "recognized stock exchange" applicable Payor does not deal at arm’s length (within the meaning of Section 841 the Tax Act) at the time of the United Kingdom Income and Corporation payment; (2) any Taxes to the extent such Taxes are assessed or imposed by reason of the Holder or beneficial owner of the Note being a “specified shareholder” as defined in subsection 18(5) of the Tax Act 1988of the Payor of such payment or not dealing at arm’s length (for purposes of the Tax Act) with a “specified shareholder” of the Payor of such payment; (a "Listing Failure"), the effect 3) any withholding on account of which, in each case, is to require the withholding or deduction by the Company or the Guarantors Taxes imposed pursuant to the Securities U.S. Foreign Account Tax Compliance Act (FATCA) under Sections 1471 through 1474 of the Code, as of the Issue Date (or the Guarantees, respectively, any amended or successor version of such Sections that is substantively comparable and not materially more onerous to comply with) and any amount for U.K. Withholding regulations or official interpretations thereof; or (4) any Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantors, as the case may be, will pay such additional amounts ("Additional Amounts") on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable 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 a Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such relevant Holder or beneficial owner (of Notes and the Relevant Taxing Jurisdiction including, for greater certainty and without limitation, being organized or such fiduciaryhaving its principal office therein, settlor, beneficiary, member, shareholder or possessor) being or having been a residentcitizen, domiciliary resident or national ofthereof, or being or having been present or engaged in a trade or business therein or having or having had maintaining a permanent establishment inor other physical presence in or otherwise having some connection with the Relevant Taxing Jurisdiction (other than a connection from the mere acquisition, the United Kingdom ownership or any political subdivision or any Taxing authority thereof or therein, (2) the presentation holding of a Security such Note or a Guarantee beneficial interest therein or the enforcement of rights thereunder or the receipt of any payment in respect thereof); nor shall Additional Amounts be paid (a) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than within 30 days after the date on which such payment in respect of or such Security Note became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, is later (except to the extent that the Holder of such Security or such Guarantee beneficial owner would have been entitled to such Additional Amounts if it had the Note been presented such Security or such Guarantee for payment within on the last day of such 30-day period. ); (b) to the extent relating to Taxes imposed by reason of the Holder’s or beneficial owner’s failure to comply with any certification, documentation, information or other evidentiary requirement concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes to which such Holder or beneficial owner is entitled; (c) to the extent relating to any tax assessment or other governmental charge which would have been avoided by such Holder by presenting the relevant Note (if presentation is required); (d) with respect to Taxes that are estate, inheritance, gift, salesales, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; Taxes; (e) any tax, duty, assessment or other governmental charge to a holder which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1fiduciary, 2005, at the earliest, a partnership or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership person other than the sole beneficial owner of any such Security or Guaranteepayment, to if such Taxes would not have been imposed had the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or fiduciary, a member of such partnership or a other beneficial owner who would not have of the payment been entitled the holder of the Notes or (f) to the extent relating to any combination of any of the above clauses in this paragraph (any such Tax in respect of which Additional Amounts had it been are payable, an “Indemnified Tax”). (c) The applicable Payor shall make any required withholding or deduction and remit the Holder full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. Upon request, the Company shall provide the Trustee with official receipts or other documentation evidencing the payment of the Security. At Taxes with respect to which Additional Amounts are paid. (d) If a Payor is or will become obligated to pay Additional Amounts under or with respect to any payment made on the Notes or a Note Guarantee, at least 30 days prior to each the date on which any of such payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated (unless such obligation to pay Additional Amounts with respect arises shortly before or after the 30th day prior to such paymentdate, the Company or the Guarantor will in which case it shall be promptly thereafter), such Payor shall deliver to the Trustee and the Paying Agent (if different) an Officer's ’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount so payable and will set forth such other information necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. . (e) Whenever in this Indenture there is mentioned, mentioned in any context, : (1) the payment of principal, Redemption Price, interest ; (2) redemption prices or purchase prices in connection with a redemption or purchase of Notes; (3) interest; or (4) any other amount payable under on or with respect to any Security of the Notes or the net proceeds received on the sale or exchange of any SecurityNote Guarantee, such mention reference shall be deemed to include mention of the payment of Additional Amounts provided for in as described under this Indenture Section 2.13 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof thereof. (f) The Company and the Guarantors shall indemnify and hold harmless a Holder of the Notes for the amount of any Indemnified Taxes (including, for greater certainty, taxes payable pursuant to Regulation 803 of the Income Tax Regulations (Canada)) levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes or any Note Guarantee, and with respect to any reimbursements under this clause 2.13(f). (g) The Company and the Guarantors shall pay any present or future stamp, court or documentary taxes or any other excise, property or similar Taxes, charges or levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Note Guarantees, this Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Notes or any Note Guarantees and the Company and the Guarantors shall indemnify the Holders of Notes for any such amounts (including penalties, interest and other liabilities related thereto) paid by such Holders. (h) The obligations described in this Section 2.13 will survive any termination, defeasance or discharge of this Indenture.

Additional Amounts. All payments of, made under or in with respect of, principal to the Notes under the Indenture or pursuant to any Note Guarantee must be made free and clear of and interest on the Securities shall be made without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of any kind whatsoever charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the United Kingdom or any political subdivision or any Taxing authority thereof or therein ("U.K. Withholding Taxes"), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantors, as the case may be, will pay such additional amounts ("Additional Amounts") on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable 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 a Holder or the beneficial owner of a Security (or between a fiduciaryUnited States, settlorGermany, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment inLuxembourg, the United Kingdom or any political subdivision or any Taxing governmental authority thereof or thereintherein having the power to tax, (2) any jurisdiction from or through which payment on the presentation of a Security Notes or a any Note Guarantee for payment in the United Kingdom is made, or any political subdivision or any Taxing governmental authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, therein having the power to tax or (3) any other jurisdiction in which the presentation of a Security payor is organized or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required otherwise considered to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1a resident or engaged in business for tax purposes, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing governmental authority thereof or therein) therein having the power to tax (each a “Relevant Taxing Jurisdiction”), collectively, “Taxes,” unless the Issuer, any Guarantor or other applicable withholding 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, 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 included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder treat any payments on or in respect of the SecurityNotes 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. At least 30 days prior If the Issuer, any Guarantor or other applicable withholding agent is so required to each date withhold or deduct any amount for or on which account of Taxes from any payment made under or with respect to the Securities is due and payableNotes or any Note Guarantee, if the Company Issuer or a Guarantor such Guarantor, as the case may be, will be obligated required to pay such amount — “Additional Amounts with respect to Amounts” — as may be necessary so that the net amount (including Additional Amounts) received by each beneficial owner after such paymentwithholding or deduction (including any withholding or deduction on such Additional Amounts) will not be less than the amount such beneficial owner would have received if such Taxes had not been withheld or deducted; provided, the Company or the Guarantor will deliver to the Trustee an Officer's Certificate stating the fact A-4 however, that such no Additional Amounts will be payable with respect to payments made to any beneficial owner to the extent such Taxes are imposed by reason of (i) such 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 beneficial owner not completing any procedural formalities that it is legally eligible to complete and are necessary for the amounts 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 on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner holding or owning, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Issuer or any Guarantor entitled to vote or (ii) any Tax imposed on interest by the United States or any political subdivision or governmental authority thereof or therein by reason of any beneficial owner being a controlled foreign corporation that is a related person within the meaning of Section 864(d)(4) of the 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 and remit the full amount deducted or withheld to the relevant authority as and when required in accordance with applicable law. The Issuer or Guarantor (as applicable) will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment by the Issuer or Guarantor (as applicable) of any Taxes so payable deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will set forth provide such other information necessary certified copies to enable the Trustee to pay such Additional Amounts to Holders on Trustee. Wherever in the payment date. Whenever in this Indenture or the Notes or any Note Guarantee there is are mentioned, in any context, (1) the payment of principal, Redemption Price(2) purchase prices in connection with a purchase of Notes under the Indenture or the Notes, (3) interest or (4) any other amount payable under on or with respect to any Security of the Notes or the net proceeds received on the sale or exchange of any SecurityNote Guarantee, such mention reference shall be deemed to include mention of the payment of Additional Amounts provided for in as described under this Indenture heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. documentation evidencing the payment of such Additional Amounts. Copies of such documentation shall be made available to the Holders upon request. 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 the United States or any political subdivision or governmental authority thereof pursuant or therein having the power to tax, 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 any payment with respect to, or 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 the United States or there is a new issuer organized outside of the United States, the Issuer or new issuer, as applicable, will pay any 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 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 Note Guarantee or any other document or instrument referred to therein under any law, rule or regulation in effect at the time of such change or thereafter. The foregoing obligations in this Paragraph 2 will survive any termination, defeasance or discharge of the Indenture. References in this Paragraph 2 to the Issuer or any Guarantor shall apply to any successor(s) thereto.

Additional Amounts. (a) All payments ofmade by the Issuer, a Successor Company or in respect of, principal Guarantor (a “Payor”) on the Notes or the Note Guarantees will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, or on account of, any present Taxes unless the withholding or future taxesdeduction of such Taxes is then required by law. If any deduction or withholding for, dutiesor on account of, assessments or governmental charges of any kind whatsoever Taxes imposed or levied by or on behalf of: (1) the Grand Duchy of Luxembourg, the United Kingdom or any political subdivision or any Taxing authority Governmental Authority thereof or therein having power to tax; ("U.K. Withholding Taxes"2) any jurisdiction from or through which payment on any such Note or Note Guarantee is made by the Issuer, Successor Company, Guarantor or their agents, or any political subdivision or Governmental Authority thereof or therein having the power to tax; or (3) any other jurisdiction in which the Payor is incorporated or organized, engaged in business for tax purposes or otherwise considered to be a resident for tax purposes, or any political subdivision or Governmental Authority thereof or therein having the power to tax (each of clause (1), unless (2) and (3), a “Relevant Taxing Jurisdiction”), will at any time be required from any payments made with respect to any Note or Note Guarantee, including payments of principal, redemption price, premium, if any, or interest, the Payor shall pay (together with such U.K. Withholding Taxes are required payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company Holders or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the GuarantorsTrustee, as the case may be, will pay after such additional amounts withholding or deduction ("Additional Amounts") on the Securities that result (after including any such deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to from such Additional Amounts) in the payment to each Holder of a Security ), will not be less than the amounts that which would have been payable received in respect of such Security had no payments on any such Note or Note Guarantee in the absence of such withholding or deduction been requireddeduction; provided, except however, that no such Additional Amounts shall will be so payable for or on account of: (a1) any tax, duty, assessment or other governmental charge Taxes that would not have been so imposed but for (1) the existence of any present or former connection between a the relevant Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such over the relevant Holder, if such the relevant Holder is an estate, nominee, trust, partnership partnership, limited liability company or corporation) and the United Kingdom Relevant Taxing Jurisdiction (including, but not limited to, being a citizen or any political subdivision resident or taxing authority thereof national or therein (other than mere ownership domiciliary of, or the existence of a business, a permanent establishment, a dependent agent, a place of business or a place of management present or deemed present in the Relevant Taxing Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of such Note or enforcement of rights hereunder or under a Note Guarantee or the receipt of any payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, respect thereof; (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent Taxes that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is are imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security the Note to comply, or the delay in complying, comply with a written request in writing of the Company or a Guarantor (which request shall be furnished Payor addressed to the Trustee) (1) Holder, after reasonable notice, to provide information certification, information, documents or other evidence concerning the nationality, residence, place of establishment identity or identity connection with the Relevant Taxing Jurisdiction of the Holder or such beneficial owner owners or (2) to make any declaration or other similar claim or satisfy any information or other reporting requirement whichrelating to such matters, in the each case of (1) or (2), that is required or imposed by a statuteapplicable law, treatyregulation, regulation treaty or administrative practice of the taxing jurisdiction Relevant Taxing Jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment Tax; provided that in each case the Holder or other governmental chargebeneficial owner is legally eligible to do so; (d3) any tax, duty, assessment Taxes that are payable otherwise than by deduction or other governmental charge resulting withholding from a Listing Failure payment with respect to the Notes or any Security issued in the form of a certificated Security pursuant to the terms of this IndentureNote Guarantee; (e4) any taxestate, dutyinheritance, assessment gift, sales, transfer, personal property or other governmental charge which is imposed similar Taxes; (5) any Taxes that are required to be deducted or withheld on a payment to any holder and is required to be made an individual pursuant to the European Council Directive 2003/48/EC or any European Union Directive 2003/48 on other directive implementing the taxation conclusions of savings income proposed to come into effect from July 1, 2005, at the earliest, ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to such directive; (6) any Taxes imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to, such Directive; oror otherwise accepting payment from, another Paying Agent in a member state of the European Union; (f7) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid Taxes imposed on or with respect to any a payment of the principal of, or any interest on, any Security or Guarantee to any a Holder who that is a fiduciary or partnership or any Person other than the sole beneficial owner of such Security payment or GuaranteeNote, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of that a beneficiary or settlor with respect to such fiduciary or fiduciary, a member of such partnership or a the beneficial owner who of such payment or Note would not have been entitled to such the Additional Amounts had it such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (8) any Taxes imposed pursuant to or in connection with Sections 1471 through 1474 of the Security. At least 30 days prior Internal Revenue Code of 1986, as amended (the “Code”), the United States Treasury Regulations thereunder or any similar law or regulations adopted pursuant to each date on which any payment under or an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the Securities is due and payable, foregoing; or (9) any combination of the above. (b) Additional Amounts will also not be payable (x) to the extent the payment could have been made without such deduction or withholding if the Company beneficiary of the payment had presented the Note for payment (where presentation is required for payment) within 30 days after the relevant payment was first made available for payment to the Holder, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment within such 30 day period or (y) where, had the beneficial owner of the Note been the Holder, except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment within such 30-day period, such beneficial owner would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (9) inclusive above, but only if there is no material cost or legal restriction associated with transferring the Note to such beneficial owner. (c) The Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes, in such form as provided in the ordinary course by the Relevant Taxing Jurisdiction and as is reasonably available to the Company, and shall provide such certified copies to the Trustee. Such copies shall be made available to the Holders upon request and shall be made available at the offices of the Paying Agent. The Payor shall attach to each certified copy a Guarantor will certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per £1,000 principal amount of the Notes. (d) If any Payor becomes aware that it shall be obligated to pay Additional Amounts under or with respect to any payment made on any Note or Note Guarantee, at least 30 days prior to the date of such payment, the Company or the Guarantor will Payor shall deliver to the Trustee an Officer's ’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount so payable and will set forth such other information necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders on the relevant payment date (unless such obligation to pay Additional Amounts arises, or Payor becomes aware of such obligation, less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable after the date that is 30 days prior to the payment date). Whenever The Trustee shall be entitled to rely solely on such Officer’s Certificate without further inquiry, as conclusive proof that such payments are necessary. (e) Wherever in this Indenture or the Note Guarantees there is are mentioned, in any context, : (1) the payment of principal, Redemption Price, interest ; (2) purchase or redemption prices in connection with a purchase or redemption of Notes; (3) interest; or (4) any other amount payable under on or with respect to any Security or of the net proceeds received on the sale or exchange of any SecurityNotes, such mention reference shall be deemed to include mention of the payment of Additional Amounts provided for in pursuant to this Indenture Section 2.13 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to thereof. (f) The Payor shall pay any present or future stamp, court or documentary Taxes, or any other excise, property or similar Taxes that arise in any jurisdiction from the execution, delivery, registration or enforcement of any Notes, this Indenture, the Proceeds Loan Agreement, the Intercreditor Agreement, the Security Documents or any other document or instrument in relation thereto (other than a transfer or exchange of the Notes) excluding any such Taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction. (g) The foregoing obligations of this Section 2.13 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to the Issuer or any Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All payments ofmade by a Payor under, or in with respect ofto, principal the Notes or a Subsidiary Guarantee, will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, for or on account of, of any present or future taxes, duties, levies, imposts, assessments or other governmental charges of whatever nature (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) unless the Payor is required to withhold or deduct such Taxes by law or by the official interpretation or administration thereof. If the Payor is required to withhold or deduct any kind whatsoever amount for, or on account of, Taxes imposed or levied by or on behalf of the United Kingdom (i) Bermuda, Netherlands, and Netherlands Antilles or any political subdivision or governmental authority of any Taxing thereof or therein having the power to tax, (ii) any jurisdiction from or through which payment on the Notes or the Subsidiary Guarantee is made, or any political subdivision or governmental authority thereof or therein having the power to tax, or ("U.K. Withholding Taxes")iii) any other jurisdiction in which a Payor is organized or otherwise considered to be a resident for tax purposes, unless such U.K. Withholding Taxes are required by the United Kingdom or any such political subdivision or governmental authority thereof or therein having the power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to the Notes or any Subsidiary Guarantee, the Payor will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each holder of Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount such holder would have received if such Taxes had not been required to be withheld or deducted. In ; provided, however, that the event of foregoing obligation to pay Additional Amounts does not apply to: (i1) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantors, as the case may be, will pay such additional amounts ("Additional Amounts") on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable 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 a Holder or the beneficial owner of a Security (or between a fiduciaryrelevant holder, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) relevant holder being or having been a resident, domiciliary citizen or national of, resident thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment intherein (or between a fiduciary, settler, beneficiary, member or shareholder of, or possessor of power over the United Kingdom relevant holder, if the relevant holder is an estate, nominee, trust or any political subdivision corporation), and the Relevant Taxing Jurisdiction other than a connection resulting from the mere ownership or any Taxing authority thereof holding of such Note or therein, enforcement of rights thereunder or under the Subsidiary Guarantee or the receipt of payments in respect thereof; (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could Taxes that would not have been presented elsewhereso imposed if the holder 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 holder at that time has been notified (in accordance with the procedures set forth in Section 13.02 of the Indenture) 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) the presentation of a Security or a Guarantee any Note presented for payment on a date (where presentation is required) more than 30 days after the date on which such relevant payment in respect of such Security became due and payable or provided for, whichever occurs later, is first made available for payment to the holder (except to the extent that the Holder of such Security or such Guarantee holder would have been entitled to such Additional Amounts if it had the Note been presented during such Security or such Guarantee for payment within such 30-30 day period.); (b4) any Taxes that are payable otherwise than by withholding from a payment of the principal of, or interest, on the Notes or under the Subsidiary Guarantee; (5) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d6) any tax, duty, assessment withholding or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is deduction imposed on a payment to any holder an individual and is required to be made pursuant to any the European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1(the “Directive”) which was adopted by the ECOFIN Council of the European Union (the Council of EU finance and economic ministers) on June 3, 2005, at the earliest, 2003 or any law implementing or complying with, or introduced in order to conform to, such the Directive; or (f7) any combination Taxes which could have been avoided by the presentation (where presentation is required) of items (a), (b), (c), (d) and (e) above; nor shall the relevant Note to another Paying Agent in a member state of the European Union. Such Additional Amounts will also not be paid with respect to any payment of payable where, had the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by Note been the laws holder of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or member of such partnership or a beneficial owner who Note, it would not have been entitled to such payment of Additional Amounts had it been by reason of any of clauses (1) to (7) inclusive above. The Payor will (i) make any required withholding or deduction and (ii) remit the Holder full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies to each holder. The Payor will attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the Securityprincipal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. At least 30 days prior Copies of such documentation will be available for inspection during ordinary business hours at the office of the Trustee by the holders of the Notes upon request. The foregoing obligations of this Section 4.11 will survive any termination or discharge of this Indenture and will apply with appropriate changes to each date on any jurisdiction in which any payment under successor Person to a Payor is organized or with respect to the Securities is due and payable, if the Company any political subdivision or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company taxing authority or the Guarantor will deliver to the Trustee an Officer's 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 dateagency thereof or therein. Whenever in this Indenture or in the Notes there is mentioned, in any context, the payment of principalprincipal or interest, Redemption Priceif any, interest the repurchase price in connection with a Fundamental Change, the Conversion Settlement Amount or any other amount payable under or with respect to any Security or Note and the net proceeds received on the sale or exchange of any SecuritySubsidiary Guarantees, such mention shall be deemed to include mention of the 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 pursuant to this Indenturethereof.

Additional Amounts. All payments ofmade by the Issuer, any Guarantor or in respect of, principal of and interest any successors thereto (a “Payor”) on the Securities shall Notes (including any Note Guarantee for the purposes of this Section 4.18) will be made without withholding or deduction for, or on account of, any present or future taxestaxes (including interest penalties to the extent resulting from a failure by the Issuer to timely pay amounts due), duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law or by the official interpretation or administration thereof. If any kind whatsoever deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of: (1) the government of the United Kingdom or any political subdivision or any Taxing governmental authority thereof or therein having power to tax; ("U.K. Withholding Taxes"2) any jurisdiction from or through which payment on the Notes is made, or any political subdivision or governmental authority thereof or therein having the power to tax; or (3) any other jurisdiction in which a Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1), unless (2) and (3), a “Relevant Taxing Jurisdiction”), will at any time be required from any payments made with respect to the Notes, including payments of principal, redemption price, interest or premium, the Payor will pay (together with such U.K. Withholding Taxes are required payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing each Holder of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the GuarantorsNotes, as the case may be, will pay after such additional amounts withholding or deduction ("Additional Amounts") on the Securities that result (after including any such deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to from such Additional Amounts) in the payment to each Holder of a Security equal the amounts that which would have been payable received in respect of such Security had no payments in the absence of such withholding or deduction been requireddeduction; provided, except however, that no such Additional Amounts shall will be so payable for or on account ofwith respect to: (a) any tax, duty, assessment or other governmental charge Taxes that would not have been so imposed but for (1) the existence of any present or former connection between a Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such relevant Holder or beneficial owner and the Relevant Taxing Jurisdiction imposing such Taxes (other than the mere ownership or holding of such fiduciary, settlor, beneficiary, member, shareholder Note or possessorenforcement of rights thereunder or under this Indenture or the receipt of payments in respect thereof); (b) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could Taxes that would not have been presented elsewhere, so imposed if the Holder had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (3provided that (A) such declaration of non-residence or other claim or filing for exemption is required by the presentation applicable law of the Relevant Taxing Jurisdiction as a Security precondition to exemption from the requirement to deduct or withhold all or a Guarantee part of any 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 Relevant Taxing Jurisdiction, the relevant Holder at that time has been notified (in accordance with the procedures set forth in this Indenture) 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 but only to the extent the holder is legally entitled to provide such declaration, claim or filing); (c) any Note presented for payment on a date (where presentation is required) more than 30 days after the date on which such relevant payment in respect of such Security became due and payable or provided for, whichever occurs later, is first made available for payment to the Holder (except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had the Note been presented such Security or such Guarantee for payment within during such 30-day period.); (bd) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest on the Notes; (e) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (df) any tax, duty, assessment withholding or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is deduction imposed on a payment to any holder an individual and is required to be made pursuant to the European Council Directive 2003/48/EC or any European Union Directive 2003/48 other directive implementing the conclusions of the ECOFIN meeting of November 26-27, 2000 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law implementing or complying with, or introduced in order to conform to, such Directivedirective; (g) 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; (h) all United States backup withholding taxes; (i) any withholding or deduction imposed pursuant to (a) Sections 1471 through 1474 of the United States Internal Revenue Code of 1986 (as amended), as of the date of this indenture (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof; (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of (a) above or (c) any agreement pursuant to the implementation of (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction; or (fj) any combination of items (a), ) through (b), (c), (d) and (ei) above; nor shall . Such Additional Amounts will also not be paid with respect to any payment of payable where, had the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by Note been the laws Holder of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or member of such partnership or a beneficial owner who Note, it would not have been entitled to such payment of Additional Amounts had it been by reason of any of clauses (a) to (j) inclusive of this Section 4.18. The Payor will (i) make any required withholding or deduction and (ii) remit the Holder full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copies (or, if certified copies are not available despite reasonable efforts of the SecurityPayor, other evidence of payment reasonably satisfactory to the Trustee) to each Holder. The Payor will attach to each certified copy (or other evidence) 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 or $1,000 principal amount of the Notes, as the case may be. Copies of such documentation will be available for inspection during ordinary business hours at the office of the Trustee by the Holders upon request and will be made available at the offices of the Registrar if the Notes are then listed on the Luxembourg Stock Exchange. At least 30 days prior to each date on which any payment under or with respect to the Securities Notes is due and payablepayable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company or a Guarantor Payor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor Payor will deliver to the Trustee an Officer's ’s Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders on the payment date. Whenever Each such Officer’s Certificate shall be relied upon until receipt of a further Officer’s Certificate addressing such matters. The Trustee shall be entitled to rely solely on each such Officer’s Certificate as conclusive proof that such payments are necessary. Wherever mentioned in this Indenture there is mentionedor the Notes, in any context, : (1) the payment of principal, Redemption Price(2) purchase prices in connection with a purchase of Notes, interest (3) interest, or (4) any other amount payable under on or with respect to any Security or the net proceeds received on the sale or exchange of any SecurityNotes, such mention reference shall be deemed to include mention of the payment of Additional Amounts provided for in as described under this Indenture heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies (including interest and penalties to the extent resulting from a failure by the Issuer to timely pay amounts due) which arise in any jurisdiction from the execution, delivery or registration of any Notes or any other document or instrument referred to therein (other than a transfer of the Notes), or the receipt of any payments with respect to the Notes, excluding any such taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Taxing Jurisdiction or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the Notes, the Security or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes. The obligations of this Section 4.18 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or any political subdivision or taxing authority or agency thereof pursuant to this Indentureor therein.

Additional Amounts. All payments ofUnless otherwise specified in any Board Resolution establishing the terms of Securities of a series in accordance with Section 2.08, all amounts of principal, and interest, if any, on any series of Securities will be paid by the Issuer without deducting or in respect of, principal of and interest on the Securities shall be made without withholding or deduction for, or on account of, any and all present or and future taxes, dutieslevies, assessments imposts or other governmental charges of any kind whatsoever imposed imposed, assessed, levied or levied collected by or on behalf for the account of the United Kingdom or any political subdivision or any Taxing taxing authority thereof or therein ("U.K. Withholding Taxes")or if deduction or withholding of any such taxes, unless such U.K. Withholding Taxes are levies, imposts or other governmental charges shall at any time be required by the United Kingdom or any such subdivision or authority authority, the Issuer will (subject to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure compliance by the Company Holders of such Securities with any relevant administrative requirements) pay such additional amounts in respect of principal, interest, if any, and sinking fund payments as may be necessary in order that the net amounts paid to list or maintain a listing the Holders of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the GuarantorsTrustee under this Indenture, as the case may be, will pay pursuant to the Securities, after such additional amounts ("Additional Amounts") on the Securities that result (after deduction or withholding withholding, shall equal the respective amounts of such U.K. Withholding Taxesprincipal, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) interest, if any, and sinking fund payments, as specified in the payment Securities, to each Holder of a Security which such Holders or the amounts Trustee are entitled; provided, however, that would have been payable in respect of such Security had no such withholding the foregoing shall not apply to any present or deduction been required, except that no Additional Amounts shall be so payable for or on account of: (a) any future tax, dutylevy, assessment impost or other governmental charge that which would not have been imposed so imposed, assessed, levied or collected but for (1) the existence fact that the Holder of any present or former connection between a Holder or the beneficial owner of a relevant Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and 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 political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or otherwise having or having had a permanent establishment in, some connection with the United Kingdom or any political subdivision or any Taxing taxing authority thereof or thereintherein 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, (2ii) the presentation of a Security any present or a Guarantee for payment in the United Kingdom future tax, levy, impost or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could 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 elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 thirty days after the date on which such payment in respect of such Security became due and payable or was provided for, whichever occurs is later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (biii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, dutylevy, assessment impost or other governmental charge; , (civ) any present or future tax, dutylevy, assessment impost or other governmental charge that which is imposed payable otherwise than by deduction or withheld by reason 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 or collected but for the failure by the Holder to comply with any certification, identification or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information other reporting requirements concerning the nationality, residence, place of establishment identity or identity connection with the United Kingdom or any political subdivision or taxing authority thereof or therein of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement whichof the relevant Security, in the case of (1) or (2), if compliance is required by treaty or imposed by a statute, treaty, regulation or administrative practice of the United Kingdom or any such political subdivision or taxing jurisdiction authority thereof or therein as a precondition condition to relief or exemption from or reduction of all or part of such tax, dutylevy, assessment impost or other governmental charge; , (dvi) any present or future tax, dutylevy, assessment import or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other European Union Directive 2003/48 implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law implementing or complying with, or introduced in order to conform to, such Directive; or , (fvii) any combination present or future tax, levy, impost or other governmental charge a Holder would have been able to avoid by presenting the relevant debt security to another paying agent in a Member State of items (a)the European Union or elsewhere, (b)viii) any present or future tax, levy, impost or other governmental change 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, (c)ix) any present or future tax, (d) and (e) above; nor shall Additional Amounts be paid levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment under or with respect to any payment of the principal of, or any interest on, any a Security or Guarantee to any Holder who of the relevant Security that is a fiduciary fiduciary, partnership or partnership a person other than the sole beneficial owner of such payment or Security or Guarantee, to the extent such payment would be required by that the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or the fiduciary, member of such that partnership or a beneficial owner who would not have been entitled to the additional amounts or would not have been subject to such Additional Amounts tax, levy, impost or charge, had it that beneficiary, settlor, member or beneficial owner been the actual Holder of the such Security. At least 30 days prior to each date on which ; or (b) any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver to the Trustee an Officer's 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 combination of principal, Redemption Price, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the 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 pursuant to this Indentureitems (i) through (ix) above.

Additional Amounts. All payments of, made by CNH Global or in any Foreign Subsidiary Guarantor under or with respect of, principal of and interest on the Securities to a Guarantee shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of any kind whatsoever charge (including penalties, interest and other liabilities related thereto) (hereinafter, "Taxes") imposed or levied by or on behalf of the United Kingdom government of The Netherlands or any other jurisdiction in which any Foreign Subsidiary Guarantor is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or any Taxing taxing authority or agency thereof or therein (any of the aforementioned being a "U.K. Withholding TaxesTaxing Jurisdiction"), unless CNH Global or such U.K. Withholding Guarantor is required to withhold or deduct any such Taxes are required by law or by the United Kingdom interpretation or administration thereof. If CNH Global or any such subdivision Foreign Subsidiary Guarantor is so required to withhold or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of deduct any amount for U.K. Withholding or on account of Taxes that would not have been required from any payment made under or with respect to be withheld a Guarantee of such Guarantor, CNH Global or deducted absent such event, the Company or the GuarantorsGuarantor, as the case may beapplicable, will shall pay such additional amounts ("Additional Amounts") on as may be necessary so that the Securities that result (after deduction or withholding net amount received by the Holder of such U.K. Withholding Taxes, Note (including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no after such withholding or deduction of such Taxes shall not be less than the amount such Holder would have received if such Taxes had not been requiredrequired to be withheld or deducted; provided, except however, that no notwithstanding the foregoing, Additional Amounts shall will not be so payable for or on account ofpaid with respect to: (a1) any tax, duty, assessment or other governmental charge Taxes that would not have been imposed so imposed, deducted or withheld but for (1) the existence of any present or former connection between a the Holder or the beneficial owner of a Security Note (or between a fiduciary, settlorsettler, beneficiary, member or shareholder of, or possessor of a power over, the Holder or beneficial owner of such HolderNote, if such the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership ofor holding of the execution, delivery, registration or enforcement of such Note); (2) any estate, inheritance, gift, sales excise, transfer or personal property tax or similar tax, assessment or governmental charge, subject to the last paragraph of this Section 4.23; (3) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to the Guarantee of such Note; (4) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on the Guarantee of such Note had (i) made a declaration of non-residence, or receipt any other claim or filing for exemption, to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of payment under, such Security) including, without limitation, such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such fiduciarycompliance is required by the applicable law of the Taxing Jurisdiction as a precondition to exemption from, settloror reduction in the rate of the imposition, beneficiary, member, shareholder deduction or possessor) being or having been a resident, domiciliary or national withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or being other claim or having filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, Holders at that time have been present or engaged in a trade or business therein or having or having had a permanent establishment innotified by CNH Global, the United Kingdom any Foreign Subsidiary Guaran- tor or any political subdivision other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); (5) any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented elsewhere, or (3) the presentation of a Security or a Guarantee Note for payment on a date more than within 30 days after the date on which such payment in respect of or such Security Note became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, is later (except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had the Note been presented such Security or such Guarantee for payment within on the last day of such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge); (c6) any tax, duty, assessment payment under or other governmental charge with respect to a Note to any Holder that is imposed a fiduciary or withheld by reason partnership or any person other than the sole beneficial owner of such payment or Note, to the failure by the Holder extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of a Security to complysuch payment, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished Note would not have been entitled to the Trustee) (1) to provide information concerning the nationalityAdditional Amounts had such beneficiary, residencesettlor, place of establishment member or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in been the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part actual Holder of such tax, duty, assessment or other governmental chargeNote; (d7) any tax, duty, assessment note where such withholding or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which deduction is imposed on a payment to any holder an individual and is required to be made pursuant to any European Union Council Directive 2003/48 2003/48/EC of June 3, 2003 on the taxation of savings income proposed to come into effect from July 1, 2005, at in the earliest, form of interest payments or any law implementing or complying with, or introduced in order to conform to, such that Directive; or (f) 8) any combination of items (a), 1) through (b), (c), (d) and (e7) above; nor . The foregoing provisions shall Additional Amounts be paid survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to CNH Global or a Foreign Subsidiary Guarantor. CNH Global or the applicable Foreign Subsidiary Guarantor shall also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. CNH Global or the applicable Foreign Subsidiary Guarantor shall furnish to the Trustee, within 30 days after the date the payment of the principal ofany Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts or, if such tax receipts are not reasonably available to CNH Global or any interest onsuch Foreign Subsidiary Guarantor, any Security or Guarantee to any Holder who is a fiduciary or partnership such other than the sole beneficial owner documentation that provides reasonable evidence of such Security payment by CNH Global or Guarantee, such Foreign Subsidiary Guarantor. Copies of such receipts or other documentation shall be made available to the extent such payment would be required by Holders or the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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 SecurityPaying Agents, as applicable, upon request. At least 30 days prior to each date on which any payment under or with respect to the Securities any Notes is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in which case it shall be promptly paid thereafter, if the Company CNH Global or a any Foreign Subsidiary Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company CNH Global or the such Foreign Subsidiary Guarantor will deliver to the Trustee and the Paying Agent an Officer's Officers' Certificate stating the fact that such Additional Amounts will shall be payable and the amounts so payable and will set forth such other information necessary to enable the such Trustee and Paying Agent to pay such Additional Amounts to Holders of such Notes on the payment date. Whenever in this Indenture there is mentionedEach Officers' Certificate shall be relied upon until receipt of a further Officers' Certificate addressing such matters. CNH Global and the Foreign Subsidiary Guarantors shall pay any present or future stamp, in any context, the payment of principal, Redemption Price, interest court or documentary taxes or any other amount payable under excise or with respect to property taxes, charges or similar levies that arise in any Security jurisdiction from the execution, delivery, enforcement or the net proceeds received on the sale or exchange registration of any Security, such mention shall be deemed to include mention their respective Guarantees of the payment of Additional Amounts provided for in Notes, this Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside the United States in which CNH Global, any Foreign Subsidiary Guarantor or any successor Person is organized or resident for tax purposes or any jurisdiction in which a Paying Agent is located, and CNH Global and the Foreign Subsidiary Guarantors agree to indemnify the extent that, in Holders of the Notes for any such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indenturenon-excluded taxes paid by such Holders.

Additional Amounts. (1) All payments ofof principal, or premium, interest and Registration Default Damages (if any) in respect of, principal of each Note and interest on the Securities Subsidiary Guarantees 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 any kind whatsoever imposed whatever nature imposed, levied, collected, withheld or levied assessed by or on behalf within any jurisdiction where each of the United Kingdom Company or the Subsidiary Guarantors (each a “Payor”) is organized or otherwise considered by a taxing authority to be a resident for tax purposes, any jurisdiction from or through which the Payor makes a payment on the Notes, or in each case, any political subdivision organization or any Taxing governmental authority thereof or therein having the power to tax ("U.K. Withholding Taxes")the “Relevant Tax Jurisdiction”) in respect of any payments under the Notes, unless such U.K. Withholding Taxes are withholding or deduction is required by law or by regulation or governmental authority having the United Kingdom or any such subdivision or authority to be withheld or deductedforce of law. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the that any such withholding or deduction by the Company in respect of principal, premium, interest or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such eventRegistration Default Damages is so required, the Company or the Subsidiary Guarantors, as the case may be, will shall pay such additional amounts ("“Additional Amounts"”) on the Securities that as will result (after deduction or withholding in receipt by each Holder of any Note of such U.K. Withholding Taxes, including any deduction or withholding of amounts as would have been received by such U.K. Withholding Taxes Holder with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security Note or Subsidiary Guarantee, as applicable, had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of: (ai) any tax, duty, assessment or other governmental charge that would not have been imposed but for for (1A) the existence of any present or former connection between a such Holder or the beneficial owner of a Security (or between a fiduciary, settlorsettler, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership partnership, limited liability company or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (Relevant Tax Jurisdiction other than mere ownership of, solely by the holding of Notes or by the receipt of payment underprincipal or interest in respect of the Notes, such Security) including, without limitation, such Holder or beneficial owner holder (or such fiduciary, settlorsettler, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary citizen or national of, resident thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, ; (2B) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or Note (3where presentation is required) the presentation of a Security or a Guarantee for payment on a date more than 30 days after (x) the date on which such payment in respect of such Security became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs laterlater (in either case (x) or (y), except to the extent that the Holder of such Security or such Guarantee holder would have been entitled to such Additional Amounts if it had the Note been presented such Security or such Guarantee for payment within such 30-day period.); or (bii) any estate, inheritance, gift, salesales, transfer, personal property or similar tax, duty, assessment or other governmental charge;; or (ciii) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security the Note to comply, or the delay in complying, comply with a reasonable and timely request in writing of the Company or a Guarantor (which request shall be furnished payor addressed to the Trustee) (1) Holder to provide information information, documents or other evidence concerning the nationality, residence, place of establishment residence or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), which is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (div) any tax, duty, assessment or other governmental charge resulting that is payable otherwise than by any deduction or withholding from any payment of the principal of, or any premium or interest on, a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this IndentureNote; (ev) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to deducted or withheld by any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect paying agent from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or GuaranteeNote, to the extent if such payment would can be required made alternatively at the Holder’s option without such deduction or withholding by any other paying agent available to such holder at the laws same time; or (vi) any combination of the United Kingdom above. (or any political subdivision or relevant Taxing authority thereof or therein2) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor The Payor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver provide to the Trustee an Officer's Certificate stating and Paying Agent with the fact that official acknowledgment of the Relevant Tax Authority or, if such Additional Amounts will acknowledgment is not available, a certified copy thereof, evidencing payment of the withholding taxes within 30 days after payment thereof. Copies of such receipts shall be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts provided to Holders on the payment date. requesting such copies. (3) Whenever in this Indenture there is mentioned, mentioned in any context, the payment of principal, Redemption Pricepremium, interest or Registration Default Damages, in respect of any other amount payable under or with respect to any Security Note or the net proceeds received on the sale or exchange of any SecurityNote, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Indenture Section 4.22 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Indenture. (4) The Company (or failing which, any Subsidiary Guarantor), will 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, enforcement or registration of the Notes or the Subsidiary Guarantees of any other document or instrument referred to therein (other than a transfer of the Notes), excluding any such taxes, charges or similar levies imposed by any jurisdiction that is not a Relevant Tax Jurisdiction, except those resulting from, or required to be paid in connection with, the enforcement of the Notes or the Subsidiary Guarantees following the occurrence of any Event of Default with respect to the Notes. (5) The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and will provide such certified copy to each Holder of a Note. The Payor will attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per US$1,000, as the case may be, principal amount of the Notes. (6) If a Payor conducts business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, is required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the Notes or the relevant Subsidiary 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 in Section 4.22(1) 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 such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein). (7) At least 30 days prior to each date on which any payment under or with respect to the Notes or any Subsidiary Guarantee, as the case may be, 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 a Payor will be obligated to pay Additional Amounts with respect to such payment, such Payor will deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. (8) The obligations under this Section 4.22 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments of, made by any Guarantor under or in with respect of, principal to any Guarantee will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, for or on account of, any present or future taxes, duties, assessments or governmental charges of any kind whatsoever Taxes imposed or levied by or on behalf of any Canadian Taxing Authority or United States Taxing Authority, unless such Guarantor is required to withhold or deduct Taxes by law or by the United Kingdom interpretation or administration thereof. If any political subdivision Guarantor is so required to withhold or deduct any amount of interest for or on account of Taxes imposed or levied by or on behalf of any jurisdiction in which such Guarantor is organized, resident or doing business for tax purposes, or from or through which such Guarantor (or its agents) makes any payment under any Guarantee or any Taxing authority Authority thereof or therein ("U.K. Withholding Taxes"each a “Relevant Taxing Jurisdiction”), unless such U.K. Withholding Taxes are required by the United Kingdom from any payment made under or with respect to any Guarantee, any such subdivision Guarantor, as applicable, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received in respect of such payment by each Holder or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the GuarantorsBeneficial Holder, as the case may be, will pay such additional amounts ("Additional Amounts") on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder or Beneficial Holder, as the case may be, would have received if such Taxes had not been required, except withheld or deducted; provided that no Additional Amounts shall will be so payable for with respect to a payment made to a Holder or on account ofBeneficial Holder, as applicable: (ai) any tax, duty, assessment or other governmental charge that would not have been imposed but for (1) the existence which is subject to such Taxes by reason of any present or former connection between Canada and such holder who is not a Holder or resident of Canada for purposes of the beneficial owner of a Security (or between a fiduciaryTax Act, settlorother than any connection resulting solely from the acquisition, beneficiary, member or shareholder ofownership, or possessor disposition of a power overNotes, the receipt of payments thereunder and/or the exercise or enforcement of rights under any Notes or any Guarantee; (ii) which is subject to such Holder, if Taxes by reason of any connection between such Holder is an estate, trust, partnership or corporation) holder and the United Kingdom States or any states political subdivision thereof or authority thereof other than any connection resulting solely from the acquisition, ownership, or disposition of Notes, the receipt of payments thereunder and/or the exercise or enforcement of rights under any Notes or any Guarantee; (iii) which failed to duly and timely comply with a timely request of the relevant Guarantor to provide information, documents, certification or other evidence concerning such holder’s nationality, residence, entitlement to treaty benefits, identity or connection with any jurisdiction or any political subdivision or taxing authority thereof thereof, if and to the extent that due and timely compliance with such request would have resulted in the reduction or therein elimination of any Taxes as to which Additional Amounts would have otherwise been payable to such Holder or Beneficial Holder, as the case may be, but for this clause (iii); (iv) which is a fiduciary, a partnership or not the beneficial owner of any payment on a Note, if and to the extent that, as a result of an applicable tax treaty, no Additional Amounts would have been payable had the beneficiary, partner or beneficial owner owned the Note directly (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); (v) U.S. federal withholding Taxes imposed on amounts payable to or for the account of a Holder or the Beneficial Holder, as the case may be, with respect to an applicable interest in the Notes pursuant to a law in effect on the date on which (i) such Holder or the Beneficial Holder, as the case may be, acquires such interest in the Notes or (ii) such Holder or the Beneficial Holder, as the case may be, changes its office location, except in each case to the extent that amounts with respect to such Taxes were payable either to such Holder’s assignor immediately before such Holder or the Beneficial Holder, as the case may be, became a party hereto or to such Holder immediately before it changed its office location; (vi) to the extent that the Taxes required to be withheld or deducted are imposed pursuant to sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (and any amended or successor version that is substantially comparable), and any regulations or other official guidance thereunder or agreements (including any intergovernmental agreements or any laws, rules or practices implementing such intergovernmental agreements) entered into in connection therewith; (vii) for any Canadian withholding Taxes imposed on a payment by or on account of any obligation of the relevant Guarantor hereunder by reason of the Holder or Beneficial Holder, as the case may be, (i) not dealing at arm’s length (for purposes of the Tax Act) with the payer of such amount or (ii) being, or not dealing at arm’s length (for purposes of the Tax Act) with a specified shareholder (as defined in subsection 18(5) of the Tax Act) of the payer of such amount; (viii) for or on account of any Tax that is payable otherwise than by withholding from payment with respect to a Guarantee (other than mere ownership of, Taxes payable pursuant to section 803 of the regulations under the Tax Act); or (ix) any combination of the foregoing clauses of this proviso. (b) Such Guarantor will also (a) make such withholding or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or thereindeduction and, (2b) remit the presentation of a Security full amount deducted or a Guarantee for payment withheld to the relevant Taxing Authority in accordance with applicable law. Such Guarantor will furnish to the United Kingdom or any political subdivision or any Taxing authority thereof or thereinHolders, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than within 30 days after the date on which the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment in respect of by such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day periodGuarantor. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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. At least 30 days prior to each date on which any payment under or with respect to the Securities any Guarantee is due and payable, if the Company or a any Guarantor is aware that it will be obligated to pay Additional Amounts with respect to such payment, the Company or the such Guarantor will deliver to the Trustee an Officer's Officers’ Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principalprincipal (and premium, Redemption Priceif any), interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any SecurityGuarantee, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Indenture section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof thereof. (d) The Guarantors, 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 or under any Guarantee (including, for greater clarity, any Taxes payable under section 803 of the regulations under the Tax Act); and (ii) any Taxes levied or imposed with respect to any indemnification or reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder or Beneficial Holder after such indemnification or reimbursement will not be less than the net amount such Holder or Beneficial Holder would have received if the Taxes giving rise to the indemnification or reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification or reimbursement obligations provided for in this paragraph 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 (ix) above 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 Issuer and the Guarantors 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 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 Guarantee or as a result of, or in connection with, the enforcement of the Notes, any Guarantee and/or any other such document or instrument. (f) The obligations described under this IndentureSection 3.12 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor Person and to any jurisdiction in which such successor is organized or is otherwise resident or doing business for tax purposes or any jurisdiction from or through which payment is made by such successor or its respective agents.

Additional Amounts. (a) All payments of, that the Issuer makes under or in with respect of, principal to the Notes or that the Guarantors make under or with respect to the Guarantees will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of any kind whatsoever whatever nature (collectively, “Taxes”) imposed or levied on such payments by or on behalf of any jurisdiction in which the United Kingdom Issuer or any Guarantor is incorporated, organized, resident or doing business for tax purposes or any jurisdiction from or through which any payment on the Notes is made (including the jurisdiction of any Paying Agent) or by or within any political subdivision or governmental authority of or in any of the foregoing having power to tax (each, a “Relevant Taxing authority thereof or therein ("U.K. Withholding Taxes"Jurisdiction”), unless the Issuer or such U.K. Withholding Taxes are required by Guarantor, as the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each casecase may be, is required to require the withholding withhold or deduction deduct Taxes by the Company law. If any amounts for or the Guarantors pursuant to the Securities on account of Taxes imposed or the Guarantees, respectively, levied on behalf of any amount for U.K. Withholding Taxes that would not have been a Relevant Taxing Jurisdiction are required to be withheld or deducted absent such eventfrom any payment made under or with respect to the Notes or any Guarantee, the Company Issuer or the GuarantorsGuarantor, as the case may be, will pay such additional amounts ("“Additional Amounts"”) on as may be necessary to ensure that the Securities that result net amount received after such withholding or deduction (after deduction or withholding of such U.K. Withholding Taxes, including any withholding or deduction or withholding in respect of such U.K. Withholding Taxes with respect to such any Additional Amounts) in will not be less than the payment to each Holder of a Security the amounts amount that would have been payable received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, neither the Issuer nor any Guarantor will, however, be required to pay Additional Amounts in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of: (ai) any taxTaxes, duty, assessment to the extent such Taxes are imposed or other governmental charge that would not have been imposed but for (1) levied by a Relevant Taxing Jurisdiction by reason of the existence of any holder’s or beneficial owner’s present or former connection between a Holder or the beneficial owner of a Security (or between a fiduciarywith such Relevant Taxing Jurisdiction, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder the holder or beneficial owner (or such fiduciarybeing, settlor, beneficiary, member, shareholder or possessor) being or having been been, a citizen, national, or resident, domiciliary or national ofbeing, or being or having been present or been, engaged in a trade or business therein business, or having or having had a permanent establishment inin a Relevant Taxing Jurisdiction (but not including, in each case, any connection arising from the United Kingdom mere receipt, ownership, holding or any political subdivision or any Taxing authority thereof or therein, (2) the presentation disposition of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhereNotes, or (3) by reason of the presentation receipt of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment any payments in respect of such Security became due and payable any Note or provided forany Guarantee, whichever occurs later, except or the exercise or enforcement of rights under any Notes or any Guarantee); (ii) any Taxes to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is Taxes are imposed or withheld by reason of the failure by of the Holder holder or the beneficial owner of Notes, following the Issuer’s or Guarantor’s written request addressed the relevant holder or beneficial owner made at a Security time that would enable the holder or beneficial owner acting reasonably to complycomply with such request, to comply with any certification, identification, information or the delay in complying, with a request in writing of the Company or a Guarantor other reporting requirements (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment extent such holder or identity of the Holder or such beneficial owner or (2) is legally eligible to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2do so), is whether required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction a Relevant Taxing Jurisdiction, as a precondition to exemption from from, or reduction in the rate of all deduction or part of such taxwithholding of, dutyTaxes imposed by the Relevant Taxing Jurisdiction (including, assessment without limitation, a certification that the holder or other governmental chargebeneficial owner is not resident in the Relevant Taxing Jurisdiction); (diii) any taxestate, dutyinheritance, assessment gift, sales, transfer, personal property or other governmental charge resulting similar Taxes; (iv) any Tax which is payable otherwise than by deduction or withholding from a Listing Failure payments made under or with respect to the Notes or any Security issued in the form of a certificated Security pursuant to the terms of this IndentureGuarantee; (ev) any tax, duty, assessment or other governmental charge which is Tax imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of by the principal of, Issuer or any interest on, any Security or Guarantee Guarantor to any Holder who the holder if such holder is a fiduciary fiduciary, partnership, limited liability company or partnership person other than the sole beneficial owner of such Security or Guaranteepayment to the extent that Taxes would not have been imposed on such payment had such holder been the sole beneficial owner of such Note; (vi) any Taxes, to the extent such payment would be required by the laws Taxes were imposed as a result of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes presentation of a beneficiary or settlor with respect Note for payment (where presentation is required in order to such fiduciary or member of such partnership or a beneficial owner who receive payment) more than 30 calendar days after the relevant payment is first made available to the holder (except to the extent that the holder would not have been entitled to such Additional Amounts had it the Note been presented on the Holder last day of such 30 calendar days’ period); (vii) any Taxes withheld or deducted on or in respect of any Note pursuant to Sections 1471 through 1474 of the Security. At least 30 days prior U.S. Internal Revenue Code of 1986, as amended (commonly referred to each date on which as “FATCA”), any payment under treaty, law, regulation or other official guidance enacted by any jurisdiction implementing FATCA, any agreement between either of the Issuer, any Guarantor or any other person and the United States or a Relevant Taxing Jurisdiction implementing FATCA, or any law of any jurisdiction implementing an intergovernmental agreement entered into between the Relevant Taxing Jurisdiction and the United States with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver to the Trustee an Officer's 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 FATCA; (viii) any context, the payment combination of principal, Redemption Price, interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the 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 pursuant to this Indentureitems (i) through (vii) above.

Additional Amounts. All payments of, or in respect of, principal of and interest on The Company will pay the Securities shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of any kind whatsoever imposed or levied by or on behalf of the United Kingdom or any political subdivision or any Taxing authority thereof or therein ("U.K. Withholding Taxes"), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing holder of the Securities on a such amounts (the "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988Additional Amounts") (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantorsdeliver additional Ordinary Shares, as the case may be, will pay such additional amounts ("Additional Amounts") on as may be necessary in order that every net payment of a Payable Amount, together with accrued and unpaid interest, if any, in respect of any Security by the Securities that result (Company, after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of: (a) of any present or future tax, duty, assessment or other governmental charge that would not have been imposed but for (1) upon or as a result of such payment by the existence of any present or former connection between a Holder Cayman Islands, Hong Kong or the beneficial owner People's Republic of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom China or any political subdivision or taxing authority thereof or therein (other "Taxes") will not be less than mere ownership the amount provided for in such Security to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts will not apply with respect to any Security presented for payment by, or on behalf of, a holder who is liable to such taxes or receipt duties in respect of payment undersuch Security by reason of his having some connection with the Cayman Islands, such Security) including, without limitation, such Holder Hong Kong or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom People's Republic of China or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner mere holding of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver to the Trustee an Officer's 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 principalany Payable Amount, Redemption Pricein respect of, or interest or any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of on, any Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Indenture Section to the extent that, in such context, Additional Amounts additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this IndentureSection and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereto where such express mention is not made.

Additional Amounts. All payments ofmade by or on behalf of the Company, the Subsidiary Guarantors or any successor thereto (each, a “Payor”) under, or in with respect ofto, principal the Securities or the Note Guarantees will be made free and clear of and interest on the Securities shall be made 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, levied, collected or assessed by or on behalf of (1) the Grand Duchy of Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax, (2) any jurisdiction from or through which payment on the Securities or the Note Guarantees is made by or on behalf of the Payor, or any political subdivision or governmental authority thereof or therein having the power to tax or (3) any other jurisdiction in which a Payor is organized, resident or deemed to be doing business, or any political subdivision or governmental authority thereof or therein having the power to tax (each jurisdiction described in clauses (1), (2) and (3), a “Relevant Taxing Jurisdiction”), unless the withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any deduction or withholding for, or on account of, any present or future taxes, duties, assessments or governmental charges Taxes of any kind whatsoever imposed or levied by or on behalf of the United Kingdom or Relevant Taxing Jurisdiction will at any political subdivision or time be required from any Taxing authority thereof or therein ("U.K. Withholding Taxes"), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant payments made with respect to the Securities or the GuaranteesNote Guarantees including payments of principal, respectivelypremium, if any, redemption price or interest, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts in respect of such payments received by each Holder, after such withholding or deduction (including any amount for U.K. Withholding such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by each Holder 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 that would not have been required to be withheld or deducted absent such event, the Company or the Guarantors, as the case may be, will pay such additional amounts ("Additional Amounts") on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable 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 a the relevant Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member member, partner or shareholder of, the relevant Holder or possessor of a power over, such Holderbeneficial owner, if such the relevant Holder or beneficial owner is an estate, nominee, trust, limited liability company, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein Relevant Taxing Jurisdiction (other than mere ownership of, or the receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder acquisition or ownership of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period.enforcement of rights thereunder); (b2) any estate, inheritance, gift, salesales, transferexcise, transfer or personal property or similar tax, duty, assessment or governmental charge; (c3) any taxTaxes which are imposed, dutypayable or due because the Securities are presented (where presentation is required) for payment more than 30 days after the date such payment was due and payable or was provided for, assessment or other governmental charge whichever is later, except for Additional Amounts with respect to Taxes that is would have been imposed had the Holder presented the Security for payment on the last day of such 30-day period; (4) any Taxes that are imposed or withheld by reason of the failure by of the Holder or the beneficial owner of a Security to comply, or the delay in complyingat our written request, with a request in writing of the Company certification, identification, information, documentation or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information other reporting requirements concerning the nationality, residence, place of establishment identity or identity connection of the Holder or such beneficial owner with the Relevant Taxing Jurisdiction or (2) to make make, at our written request, any declaration or other similar claim or satisfy any information filing for exemption to which it is entitled if (a) such compliance, making a claim or reporting requirement which, in the case of (1) or (2), filing for exemption is required or imposed by a statute, treaty, treaty or regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part of such taxTaxes, duty(b) the Payor has given the Holder or the beneficial owner at least 30 days’ notice that the Holder or beneficial owner will be required to provide such certification, assessment identification, documentation or other governmental chargereporting 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 Security 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); (d5) any tax, duty, assessment withholding or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and deduction that is required to be made pursuant to any European Union Directive 2003/48 on the taxation Luxembourg law of savings income proposed to come into effect from July 1, 23 December 2005, at as amended; (6) any Taxes which could have been avoided by the earliest, or any law complying with, or introduced presentation (where presentation is required) of the relevant Security to another available paying agent of the Payor in order to conform to, such Directivea EU Country; or (f7) any combination of items (a), (b), (c), (d) and (e) the above; nor shall . Also such Additional Amounts will not be paid payable with respect to any payment of the principal ofof (or premium, if any, on) or any interest on, any on such Security or Guarantee to any Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such Security or Guaranteepayment, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of that a beneficiary or settlor with respect to such fiduciary or fiduciary, a member of such a partnership or a the beneficial owner who of such payment would not have been entitled to such the Additional Amounts had it been such beneficiary, settlor, member or beneficial owner held such Security directly. The Payor will (1) make any required withholding or deduction and (2) except as expressly provided below, remit the Holder full amount deducted or withheld to the applicable taxing authority in the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will provide to the Trustee certified copies of tax receipts or, if such tax receipts are not reasonably available, such other documentation to the Trustee evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor will attach to such documentation a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the SecuritySecurities or the Note Guarantees, as applicable, and (y) the amount of such withholding Taxes paid per U.S. dollar principal amount of the Securities. At least 30 days prior to each date on which any payment under or with respect to If the Securities is due and payable, if the Company or a Guarantor Payor will be obligated to pay Additional Amounts with respect to such paymentany payment under or with respect to the Securities or the Note Guarantees, the Company or the Guarantor Payor will deliver to the Trustee and deliver notice to the Holders, at least five Business Days prior to the relevant payment date, an Officer's ’s Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable and the applicable record date and will set forth such other information necessary to enable the Trustee and Paying Agent to pay such Additional Amounts to Holders of Securities on the payment date. Each such Officer’s Certificate shall be relied upon by the Trustee and Paying Agent without further inquiry until receipt of a further Officer’s Certificate addressing such matters. The Payor will pay any stamp, issue, registration, documentary, excise, property or other similar taxes and other duties (including interest and penalties) imposed by any Relevant Taxing Jurisdiction payable in respect of the creation, issue, offering, execution or performance of the Securities, this Indenture, the Note Guarantees or any documentation with respect thereto and any such taxes, charges or duties imposed by any jurisdiction with respect to the enforcement of the Securities following the occurrence and during the continuance of any Default. The Company will agree to reimburse each of the Trustee, the paying agents and the Holders of the Securities for any such amounts paid (and reasonably documented) by the Trustee, the paying agents or such Holders; except where any such amounts arise or are due in relation to the registration of the Securities, this Indenture, the Note Guarantees or any documentation with respect hereto or referred to therein, where such registration is made on a purely voluntary basis by the Trustee, the paying agents or such Holders (i.e., where such registration is not necessary for the perfection, protection or enforcement of their rights in respect of the Securities, this Indenture, the Note Guarantees or any documentation with respect hereto). The foregoing obligations will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein. Whenever in this Indenture there is mentioned, in any context, (1) the payment of principal, Redemption Pricepremium, interest if any, or interest, (2) redemption prices or purchase prices in connection with the redemption or purchase of Securities or (3) any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any Security, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Indenture to the extent that, in such context, Additional Amounts deducted or withholding Taxes are, were or would be payable in respect thereof thereof. Notwithstanding anything herein, if any withholding or deduction for Taxes is imposed with respect to any payment on the Securities pursuant to this IndentureFATCA, then (i) the Company, the Subsidiary Guarantors, any paying agent or any other person acting on their behalf shall be entitled to make such deduction or withholding, and (ii) none of the Company, the Subsidiary Guarantors, any paying agent or any other person acting on their behalf will have any obligation to pay any Additional Amounts with respect to any such withholding or deductions imposed pursuant to FATCA.

Additional Amounts. All Except as otherwise provided in or pursuant to the related Series Authorization of the applicable series, all payments ofof principal of and premium, if any, interest and any other amounts on, or in respect of, principal of and interest on the Securities of any series or any Coupon appertaining thereto shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of any kind whatsoever whatever nature imposed or levied by or on behalf of any jurisdiction in which the United Kingdom Company is organized (each, a "taxing jurisdiction") or any political ------------------- subdivision or any Taxing taxing authority thereof or therein ("U.K. Withholding Taxes")therein, unless such U.K. Withholding Taxes taxes, fees, duties, assessments or governmental charges are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, by (i) the Company laws (or the Guarantors, as the case may be, will pay such additional amounts ("Additional Amounts"any regulations or ruling promulgated thereunder) on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable 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 a Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom 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, the Company shall, subject to certain limitations and exceptions set forth below, pay to the Holder 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 such withholding or 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: (1) any tax, fee, duty, assessment or governmental charge of whatever nature which would not have been imposed but for the fact that such Holder: (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security; (B) including, without limitation, presented such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged Security for payment in a trade or business therein or having or having had a permanent establishment in, the United Kingdom relevant taxing jurisdiction or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or thereinthereof, unless such Security or Guarantee could not have been presented for payment elsewhere, ; or (3C) the presentation of a presented such Security or a Guarantee for payment on a date more than 30 thirty (30) days after the date on which such the payment in respect of such Security first became due and payable or provided for, whichever occurs is later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment on any day within such period of thirty (30-day period.) days; (b2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or other governmental charge; (c3) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a such Security to comply, or the delay in complying, comply with a any reasonable request in writing of by the Company or a Guarantor (which request shall be furnished addressed to the Trustee) Holder within 90 days of such request (1A) to provide information concerning the nationality, residence, place of establishment residence or identity of the Holder or such beneficial owner or (2B) to make any declaration or other similar claim or satisfy any information or reporting requirement requirement, which, in the case of (1A) or (2B), is required or imposed by a statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f4) any combination of items (a1), (b), (c), (d2) and (e) above3); nor shall Additional Amounts be paid with respect to any payment of the principal of, or premium, if any, interest or any interest other amounts on, any such Security or Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom relevant taxing jurisdiction (or any political subdivision or relevant Taxing 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. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the Guarantor will deliver to the Trustee an Officer's 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, Redemption Pricethe principal of or any premium, interest or any other amount payable under amounts on, or with in respect to of, any Security of any series or any Coupon or the net proceeds received on the sale or exchange of any SecuritySecurity of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Indenture 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 IndentureIndenture 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), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, 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 tax, fee, duty, assessment or other 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 Securities or Coupons, and the Company agrees to pay to the Trustee 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. (a) All payments of, made by any Foreign Guarantor under or in with respect of, principal of and interest on the Securities to any Note Guarantee shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxestax, dutiesduty, assessments levy, assessment or other governmental charges charge, including any related interest, penalties or additions to tax (“Taxes”), unless such withholding or deduction of such Taxes is then required by law. If any kind whatsoever deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of the United Kingdom (1) any jurisdiction in which any Foreign Guarantor is 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 any Foreign Guarantor, or any Taxing authority political subdivision thereof or therein ("U.K. Withholding Taxes")each, unless such U.K. Withholding Taxes are a “Relevant Tax Jurisdiction”) will at any time be required by the United Kingdom or any such subdivision or authority to be withheld made in respect of any payments made by any Foreign Guarantor under or deducted. In the event with respect to any Guarantee, including payments of (i) a Change in Tax Law principal, redemption price, interest or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure")premium, the effect relevant Foreign Guarantor shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of which, in such payments by each case, is to require the beneficial owner after such withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantors, as the case may be, will pay such additional amounts applicable withholding agent ("Additional Amounts") on the Securities that result (after deduction or withholding of such U.K. Withholding Taxes, including any such withholding or deduction or withholding of such U.K. Withholding Taxes with respect to from such Additional Amounts) in will equal the payment to each Holder of a Security the respective amounts that would have been payable received in respect of such Security had no payments in the absence of such withholding or deduction been requireddeduction; provided, except however, that no Additional Amounts shall will be so payable for or on account ofwith respect to: (a1) any taxTaxes, duty, assessment or other governmental charge that to the extent such Taxes would not have been imposed but for (1) the existence of any actual or deemed present or former connection between a the Holder or the beneficial owner of the Notes and the Relevant Tax Jurisdiction (including being a Security resident of such jurisdiction for Tax purposes), other than any connection arising solely from the ownership or disposition of such Note, the enforcement of such Note or any Note Guarantee or the receipt of any payments under or with respect to such Note or a Note Guarantee; (2) any Tax imposed on or between with respect to any payment by a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, Foreign Guarantor to the Holder if such Holder is an estate, trust, a fiduciary or partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (person other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or the sole beneficial owner (or of such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, payment to the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could extent that Taxes would not have been presented elsewhereimposed on such payment had the beneficiary, partner or other beneficial owner directly held the Note, provided that there is no material cost or commercial or legal restriction to transferring the notes to the beneficiary, partner or other beneficial owner; (3) any Taxes, to the extent such Taxes were imposed as a result of the presentation (where presentation is required in order to receive payment) of a Security or a Guarantee Note for payment on a date more than 30 days after the date on which such relevant payment in respect of such Security became due and payable or provided for, whichever occurs later, is first made available for payment to the Holder (except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had the Note been presented on the last day of such Security or such Guarantee for payment within such 30-30 day period.); (b4) any estate, inheritance, gift, salesales, transfer, personal property transfer or similar tax, duty, assessment or governmental chargeTaxes; (c5) any taxTaxes withheld, dutydeducted or imposed on a payment to an individual that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, assessment 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 Taxes imposed by the United States, any state thereof or the District of Columbia, or any subdivision thereof, including U.S. federal withholding taxes and any Taxes under FATCA; (7) any Taxes payable other governmental charge that is than by deduction or withholding from payments under or with respect to a Note or any Note Guarantee of such Note; (8) any Taxes, to the extent such Taxes are imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner of Notes, to comply with any timely reasonable written request of any Foreign Guarantor addressed to the Holder or (2) beneficial owner to make satisfy any declaration certification, identification, information or other similar claim or satisfy any information or reporting requirement whichrequirements, in the case of (1) or (2), is whether required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction a Relevant Tax Jurisdiction, as a precondition to exemption from from, or reduction of all or part of such tax, duty, assessment or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form rate of deduction or withholding of, Taxes imposed by the Relevant Tax Jurisdiction (including, without limitation, a certificated Security pursuant certification that the Holder or beneficial owner is not resident in the Relevant Tax Jurisdiction), but in each case only to the terms of this Indenture; (e) any tax, duty, assessment extent the Holder or other governmental charge which beneficial owner is imposed on a payment legally eligible to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, provide such certification or any law complying with, or introduced in order to conform to, such Directivedocumentation; or (f9) any combination of items (a), 1) through (8) above. (b)) In addition to the foregoing, (c)each Foreign Guarantor shall also pay and indemnify the Trustee, (d) the Collateral Agent and (e) above; nor shall Additional Amounts be paid with respect to the Holder for any payment of the principal ofpresent or future stamp, issue, registration, court or documentary Taxes, or any other excise or property Taxes, duties or similar levies (including related penalties, interest onand additions to Tax) which are levied by any Relevant Tax Jurisdiction (for the avoidance of doubt, excluding the United States, any Security state thereof or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner District of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (Columbia or any political subdivision or relevant Taxing authority thereof or therein) on the execution, delivery, issuance, or registration of this Indenture, the Notes, any Note Guarantee or any other document or instrument referred to be included in therein, or the income for tax purposes receipt of any payments under or with respect to, or enforcement of, this Indenture, the Notes, any Note Guarantee or any other such document or instrument. No Guarantor will, however, pay any such amounts that are imposed on or result from a sale or other transfer or disposition of a beneficiary or settlor with respect to such fiduciary or member of such partnership note by a Holder or a beneficial owner who and that would not have been entitled to imposed or resulted but for the existence of any actual or deemed present or former connection between such Additional Amounts had it been the Holder or beneficial owner of the Security. At least 30 days prior to each date on which Note and the Relevant Tax Jurisdiction, other than any payment connection arising solely from the ownership or disposition of such Note, the enforcement of such Note or any Note Guarantee or the receipt of any payments under or with respect to the Securities is due and payable, if the Company such Note or a Note Guarantee. (c) If any Foreign Guarantor becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, such payment, the Company or the Foreign Guarantor will 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 less than 30 days prior to that payment date, in which case the Foreign Guarantor shall notify the Trustee promptly thereafter) an Officer's ’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable and will payable. The Officer’s Certificate must also set forth such any other information reasonably necessary to enable the Trustee paying agent to pay such 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. (d) The relevant Foreign Guarantor shall make all withholdings and deductions required by law to be withheld or deducted by it and shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The relevant Foreign Guarantor shall use its reasonable efforts to obtain Tax receipts from each relevant Tax authority evidencing the payment of any Taxes so deducted or withheld. The relevant Foreign Guarantor shall furnish to the Trustee (or to a Holder or beneficial owner upon written request), within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by or such Foreign Guarantor, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments by such entity. (e) Whenever in this Indenture there is mentionedreferred to, in any context, the payment of principal, Redemption Priceinterest, interest premium, redemption price or any other amount payable under or amounts with respect to any Security or the net proceeds received on the sale or exchange of any SecurityNote, such mention reference shall be deemed to include mention of the 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 pursuant to thereof. (f) The above obligations will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any successor Persons to any Foreign Guarantor and to any jurisdiction in which any successor Person to any Foreign Guarantor is incorporated or organized, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which payment is made by or on behalf of such Person on any Note, Note Guarantee, and any political subdivision thereof or therein. (g) Notwithstanding the foregoing but subject to clause (f) above, this Section 3.23 shall not be applicable after such time when Parent is no longer a Guarantor of the Notes.

Additional Amounts. (a) All payments of, made by or in on behalf of the Company under or with respect of, principal of and interest on to the Securities Notes (or by any Guarantor with respect to any Guarantee) shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge (including penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any kind whatsoever deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of the United Kingdom government of the Republic of Xxxxxxxx Islands or any political subdivision or any Taxing authority or agency therein or thereof having power to tax, or therein any other jurisdiction in which the Company ("U.K. Withholding Taxes"including any successor entity) or such Guarantor is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (including, without limitation, the jurisdiction of each paying agent) (each a “Specified Tax Jurisdiction”), unless such U.K. Withholding Taxes are will at any time be required by the United Kingdom or any such subdivision or authority to be made from any payments made under or with respect to the Notes or the Guarantees. The Company and the Guarantors shall pay such additional amounts (the “Additional Amounts”) as may be necessary so that the net amount received in respect of such payments by a 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 does not apply to: 1. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been so imposed but for the Holder or beneficial owner of the Notes having any present or former connection with the Specified Tax Jurisdiction (other than the mere acquisition, ownership, holding, enforcement or receipt of payment in respect of the Notes); 2. any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; 3. any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes; 4. any Taxes imposed as a result of the failure of the Holder or beneficial owner of the Notes to complete, execute and deliver to the Company any form or document to the extent applicable to such Holder or beneficial owner that may be required by law or by reason of administration of such law and which is reasonably requested in writing to be withheld or deducted absent such event, delivered to the Company or in order to enable the Guarantors, as the case may be, will pay such additional amounts ("Additional Amounts") Company to make payments on the Securities that result (after Notes without deduction or withholding for Taxes, or with deduction or withholding of such U.K. Withholding Taxesa lesser amount, including any deduction which form or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder document will be delivered within 60 days of a Security written request therefor by the amounts that would have been payable in respect of such Security had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of:Company; (a) 5. any tax, duty, assessment or other governmental charge Taxes that would not have been so imposed but for (1) the existence beneficiary of any present or former connection between the payment having presented a Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee Note for payment (in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3cases in which presentation is required) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of or such Security Note became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, is later (except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had the Note been presented such Security or such Guarantee for payment within on the last day of such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge); (c) 6. any tax, duty, assessment Taxes imposed on or other governmental charge that is imposed or withheld by reason of the failure with respect to any payment by the Company 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, a member of such partnership or the beneficial owner of a Security such payment would not have been entitled to complyAdditional Amounts had such beneficiary, settlor, member or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in been the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part actual Holder of such tax, duty, assessment or other governmental chargeNote; (d) 7. any tax, duty, assessment Taxes that are required to be deducted or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed withheld on a payment to any holder and is required to be made pursuant to any European Union Council Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, 2003/48/EC or any law complying withimplementing, or introduced in order to conform to, such Directivedirective; or (f) 8. any combination of items clauses (a), 1) through (7) above. (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if If the Company or a any Guarantor becomes aware that it will be obligated to pay Additional Amounts with respect to such paymentany payment under or with respect to the Notes or the Guarantees, the Company or the Guarantor will deliver to the Trustee and Paying Agent at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company will notify the Trustee and Paying Agent promptly thereafter but in no event later than two Business Days prior to the date of payment) an Officer's ’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount so payable and will payable. The Officer’s Certificate shall also set forth such any other information necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. The Trustee and Paying Agent will be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Company will provide the Trustee and Paying Agent with documentation evidencing the payment of Additional Amounts. (c) The Company will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant governmental authority on a timely basis in accordance with applicable law. As soon as practicable, the Company will provide the Trustee and Paying Agent with an official receipt or, if official receipts are not obtainable, other documentation evidencing the payment of the Taxes so withheld or deducted. Upon request, copies of those receipts or other documentation, as the case may be, will be made available by the Trustee and Paying Agent to the Holders of the Notes. (d) Whenever in the Base Indenture or this Ninth Supplemental Indenture there is mentionedreferenced, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, Redemption Price, interest or any other amount payable under under, or with respect to any Security to, the Notes or the net proceeds received on the sale or exchange of any SecurityGuarantees, such mention reference shall be deemed to include mention of the payment of Additional Amounts provided for in as described under this Indenture Section 8.01 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant thereof. (e) The Company will indemnify a Holder, within 10 Business Days after written demand therefor, for the full amount of any Taxes paid by such Holder to this Indenturea governmental authority of a Specified Tax Jurisdiction, on or with respect to any payment by on or account of any obligation of the Company to withhold or deduct an amount on account of Taxes for which the Company would have been obliged to pay Additional Amounts hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority. A certificate as to the amount of such payment or liability delivered to the Company by a Holder will be conclusive absent manifest error. (f) The Company will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any Specified Tax Jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Notes, and the Company will indemnify the Holders for any such taxes paid by such Holders.

Additional Amounts. All payments of, made by or in on behalf of any of the Guarantors under or with respect of, principal to the Notes and the Note Guarantees will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied (including any kind whatsoever penalties and interest related thereto) (“Taxes”) unless the withholding or deduction of such Taxes is then required by law or by the official interpretation or administration thereof. If, with respect to a Guarantor, any withholding or deduction for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction (other than the United Kingdom States) in which such Guarantor is then incorporated, organized, engaged in business or resident for tax purposes, or any political subdivision or any Taxing governmental authority thereof or therein ("U.K. Withholding Taxes"), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority having power to be withheld or deducted. In the event of (i) a Change in Tax Law tax or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" any jurisdiction (within the meaning of Section 841 of other than the United Kingdom Income and Corporation Taxes Act 1988States) from or through which payment is made by or on behalf of such Guarantor (each, a "Listing Failure"“Tax Jurisdiction”), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of will at any amount for U.K. Withholding Taxes that would not have been time be required to be withheld made from any payments made by or deducted absent on behalf of such eventGuarantor with respect to the Notes or its Note Guarantee, the Company including, without limitation, payments of principal, redemption price, purchase price, interest or the Guarantorspremium, as the case may be, such Guarantor will pay such additional amounts ("the “Additional Amounts"”) on as may be necessary in order that the Securities that result (after deduction or withholding net amounts received in respect of such U.K. Withholding Taxes, payments by each Holder (including any deduction or withholding payments of such U.K. Withholding Taxes with respect to such Additional Amounts) in after such withholding or deduction will equal the payment to each Holder of a Security the respective amounts that would have been payable received in respect of such Security had no payments in the absence of such withholding or deduction been requireddeduction; provided, except however, that no Additional Amounts shall will be so payable for or on account ofwith respect to: (a1) any tax, duty, assessment or other governmental charge Taxes that would not have been imposed but for (1) the existence Holder or beneficial owner of the Notes being a citizen, resident or national of, incorporated in or carrying on a business in the relevant Tax Jurisdiction in which such Taxes are imposed, or having any other present or former connection between a Holder with the relevant Tax Jurisdiction in which such Taxes are imposed other than by the mere acquisition or holding of any Note or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, enforcement or receipt of payment underunder or in respect of any Note or any Note Guarantee; (2) any Taxes imposed or withheld as a result of the failure of the Holder or beneficial owner of the Notes to comply with any written request, made to the Holder or beneficial owner in writing at least 90 days before any such Security) includingwithholding or deduction would be made, without limitationby the Issuer or any of the Guarantors to provide timely or accurate information concerning the nationality, residence or identity of such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a resident, domiciliary or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment in, the United Kingdom or any political subdivision or any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such payment in respect of such Security became due and payable or provided for, whichever occurs later, except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had presented such Security or such Guarantee for payment within such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the nationality, residence, place of establishment or identity of the Holder or such beneficial owner or (2) to make any valid or timely declaration or other similar claim or satisfy any certification information or other reporting requirement which, in requirements (to the case of (1) extent such Holder or (2beneficial owner is legally eligible to do so), which is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction relevant Tax Jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment or other governmental chargeTaxes; (d3) any taxTaxes that are imposed or withheld as a result of the presentation of any Note 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, dutyinheritance, assessment gift, sales, use, transfer, personal property or other governmental charge resulting similar Taxes; (5) any Taxes which are payable otherwise than by deduction or withholding from a Listing Failure payments made under or with respect to any Security issued in the form of a certificated Security pursuant to the terms of this IndentureGuarantee; (e6) any tax, duty, assessment or other governmental charge which is Taxes that were imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of under or with respect to the principal of, or any interest on, any Security or Guarantee Notes and the Note Guarantees to any Holder of a Note who is a fiduciary or partnership or Person other than the sole beneficial owner of such Security or Guarantee, payment to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of that a beneficiary or settlor with respect to such fiduciary or member a partner of such partnership or a beneficial owner who would be required to include such payment in its income under the laws of the relevant Tax Jurisdiction and would not have been entitled to such receive payment of the Additional Amounts had it the beneficiary, settlor, partner or beneficial owner been the Holder of such Note; (7) any Taxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the SecurityCode, as of the Issue Date (or any amended or successor version of such sections 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 with respect to the foregoing or any law or regulation adopted pursuant to any such intergovernmental agreement, or any agreements entered into pursuant to Section 1471(b)(1) of the Code; or (8) any combination of items (1) through (7) above. At least 30 days prior In addition to each date the foregoing, the Dutch Guarantor will pay and indemnify the Holders for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise, property or similar taxes levied by The Netherlands on which any payment under or in connection with the execution, delivery, registration or enforcement of the Note Guarantee provided by the Dutch Guarantor or with respect to any payment to a Holder of Notes thereunder (limited, solely in the Securities is due case of taxes attributable to the receipt of any payments with respect thereto, to any such taxes that are not excluded under clauses (1) through (4) and payable, if (6) through (7) or any combination thereof). If the Company Issuer or a any Guarantor becomes aware that any Guarantor will be obligated to pay Additional Amounts with respect to such paymentany payment under or with respect to any Note Guarantee, the Company Issuer or the Guarantor relevant Guarantor, as the case may be, 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 Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer's ’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable and will payable. The Officer’s Certificate must also set forth such any other information reasonably necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders on the relevant payment date. Whenever in this Indenture there is mentioned, in any context, The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of principalAdditional Amounts. The relevant Guarantor will make all deductions and withholding of Taxes required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each relevant Tax authority evidencing the payment of any Taxes so deducted or withheld. Upon written request, Redemption Pricethe relevant Guarantor will furnish to the Holders, within 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 Guarantor, or if, notwithstanding such Guarantor’s efforts to obtain receipts, receipts are not obtained, other evidence of payments by such Guarantor. Whenever this Indenture mentions the payment of amounts based on the principal amount, interest or any other amount payable under under, or with respect to to, any Security or the net proceeds received on the sale or exchange of any SecurityNote Guarantee, such mention shall be deemed to include mention of the 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 pursuant to thereof. The above obligations will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to any Guarantor is then incorporated, organized, engaged in business or resident for tax purposes, or any political subdivision or governmental authority thereof or therein having power to tax or any jurisdiction from or through which payment is made by or on behalf of any Guarantor.

Additional Amounts. All payments of, made by the Company under or in with respect of, principal to a Note or by a Guarantor under or with respect to a Guarantee will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of any kind whatsoever charge (including penalties, interest and other liabilities related thereto) (hereinafter, “Taxes”) imposed or levied by or on behalf of the United Kingdom government of The Netherlands or any other jurisdiction in which the Company or any Guarantor is organized or is a resident for tax purposes or within or through which payment is made or any political subdivision or any Taxing taxing authority or agency thereof or therein ("U.K. Withholding Taxes"any of the aforementioned being a “Taxing Jurisdiction”), unless such U.K. Withholding Taxes are required by the United Kingdom or any such subdivision or authority to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or such Guarantor is required to withhold or deduct any such Taxes by law or by the Guarantors pursuant interpretation or administration thereof. If the Company or any Guarantor is so required to the Securities withhold or the Guarantees, respectively, of deduct any amount for U.K. Withholding or on account of Taxes that would not have been required from any payment made under or with respect to be withheld a Note or deducted absent a Guarantee of such eventGuarantor, the Company or the Guarantorssuch Guarantor, as the case may beapplicable, will pay such additional amounts ("“Additional Amounts"”) on as may be necessary so that the Securities that result (after deduction or withholding net amount received by the Holder of such U.K. Withholding Taxes, Note (including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no after such withholding or deduction of such Taxes will not be less than the amount such Holder would have received if such Taxes had not been requiredrequired to be withheld or deducted; provided, except however, that no notwithstanding the foregoing, Additional Amounts shall will not be so payable for or on account ofpaid with respect to: (a1) any tax, duty, assessment or other governmental charge Taxes that would not have been imposed so imposed, deducted or withheld but for (1) the existence of any present or former connection between a the Holder or the beneficial owner of a Security Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, the Holder or beneficial owner of such HolderNote, if such the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership ofor holding of or the execution, delivery, registration or enforcement of such Note); (2) subject to the last paragraph of this section, any estate, inheritance, gift, sales, excise, transfer or personal property tax or similar tax, assessment or governmental charge; (3) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to such Note or Guarantee; (4) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Note or beneficial owner of any payment on such Note had (i) made a declaration of nonresidence, or receipt any other claim or filing for exemption, to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of payment under, such Security) including, without limitation, such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of nonresidence or other claim or filing for exemption or such fiduciarycompliance is required by the applicable law of the Taxing Jurisdiction as a precondition to exemption from, settloror reduction in the rate of the imposition, beneficiary, member, shareholder deduction or possessor) being or having been a resident, domiciliary or national withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or being other claim or having been present filing for exemption or engaged in a trade or business therein or having or having had a permanent establishment insuch compliance is required under the applicable law of the Taxing Jurisdiction, the United Kingdom relevant Holder at that time has been notified by the Company, any Guarantor or any political subdivision other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); (5) any Taxing authority thereof or therein, (2) the presentation of a Security or a Guarantee for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented elsewhere, or (3) the presentation of a Security or a Guarantee Note for payment on a date more than within 30 days after the date on which such payment in respect of or such Security Note became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, is later (except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had the Note been presented such Security or such Guarantee for payment within on the last day of such 30-day period. (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge); (c6) any tax, duty, assessment payment under or other governmental charge with respect to a Note to any Holder that is imposed a fiduciary or withheld by reason partnership or any person other than the sole beneficial owner of such payment or Note, to the failure by the Holder extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of a Security to comply, such payment or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished Note would not have been entitled to the Trustee) (1) to provide information concerning the nationalityAdditional Amounts had such beneficiary, residencesettlor, place of establishment member or identity of the Holder or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in been the case of (1) or (2), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from or reduction of all or part actual Holder of such tax, duty, assessment or other governmental chargeNote; (d7) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is Taxes imposed on a payment to any holder an individual and is required to be made pursuant to any European Union Council Directive 2003/48 on 2003/48/EC (the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, “Directive”) or any law implementing or complying with, or introduced in order to conform to, the Directive; (8) any Note presented for payment by, or on behalf of, a Holder who would have been able to avoid such DirectiveTaxes by presenting the relevant note to another Paying Agent in a Member State of the European Union; or (f9) any combination of items (a), 1) through (b), (c), (d) 8) above. The foregoing provisions shall survive for a period no longer than 60 days following any termination or discharge of the Indenture and (e) above; nor shall Additional Amounts be paid apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to the Company or a Guarantor. The Company or the applicable Guarantor will also make any applicable withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Company or the applicable Guarantor will furnish to the Trustee, within 30 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts or, if such tax receipts are not reasonably available to the principal ofCompany or such Guarantor, or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership such other than the sole beneficial owner documentation that provides reasonable evidence of such Security payment by the Company or Guarantee, such Guarantor. Copies of such receipts or other documentation will be made available to the extent such payment would be required by Holders or the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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 SecurityPaying Agent, as applicable, upon request. At least 30 15 days prior to each date on which any payment under or with respect to the Securities any Notes is due and payable, unless such obligation to pay Additional Amounts arises after the 30th day prior to such date, in which case it shall be promptly delivered thereafter, if the Company or a any Guarantor will be obligated to pay Additional Amounts with respect to such payment, the Company or the such Guarantor will deliver to the Trustee and the Paying Agent an Officer's 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 such Trustee and Paying Agent to pay such Additional Amounts to Holders of such Notes on the payment date. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. Whenever in this Indenture there is mentioned, in any context, the payment of principal, Redemption Pricepremium, if any, interest or of any other amount payable under or with respect to any Security or the net proceeds received on the sale or exchange of any SecurityNote, such mention shall be deemed to include mention of the 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 pursuant thereof. The Company and the Guarantors will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture or any other document or instrument in relation thereto, excluding all such taxes, charges or similar levies imposed by any jurisdiction outside any jurisdiction in which the Company or any Guarantor or any successor Person is organized or resident for tax purposes or any jurisdiction in which a Paying Agent is located, other than those resulting from, or required to this Indenturebe paid in connection with, the enforcement of the Notes, the Guarantee or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes. The Company and the Guarantors agree to indemnify the Holders of the Notes for any such non-excluded taxes paid by such Holders.

Additional Amounts. (a) All payments of, made by the Issuer under or in with respect of, principal to the Notes or by any of the Guarantors with respect to any Guarantee of the Notes will be made free and clear of and interest on the Securities shall be made without withholding or deduction for, or on account of, any present or future taxesTaxes unless such withholding or deduction is required by law. If any deduction or withholding levied by or on behalf of: (1) any jurisdiction in which the Issuer or any Guarantor is then incorporated or organized, duties, assessments engaged in business for tax purposes or governmental charges of resident for tax purposes or any kind whatsoever imposed political subdivision thereof or levied therein or (2) any jurisdiction from or through which payment is made by or on behalf of the United Kingdom Issuer or any Guarantor (including the jurisdiction of any Paying Agent) or any political subdivision or any Taxing authority thereof or therein ("U.K. Withholding Taxes")each, unless such U.K. Withholding Taxes are a “Tax Jurisdiction”) will at any time be required by the United Kingdom or any such subdivision or authority law to be withheld or deducted. In the event of (i) a Change in Tax Law or (ii) a failure made from any payments made by the Company Issuer under or with respect to list the Notes or maintain a listing by any of the Securities on a "recognized stock exchange" (within the meaning of Section 841 Guarantors with respect to any Guarantee of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure")Notes, including payments of principal, redemption price, interest or premium, the effect of which, in each case, is to require the withholding or deduction by the Company Issuer or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been required to be withheld or deducted absent such event, the Company or the Guarantorsrelevant Guarantor, as the case may beapplicable, will pay such additional amounts ("the “Additional Amounts"”) on as may be necessary in order that the Securities that result (after deduction or withholding net amounts received in respect of such U.K. Withholding Taxes, payments by each Holder after such withholding or deduction (including any such withholding or deduction or withholding of such U.K. Withholding Taxes with respect to from such Additional Amounts) in will equal the payment to each Holder of a Security the respective amounts that would have been payable received in respect of such Security had no payments in the absence of such withholding or deduction been requireddeduction; provided, except however, that no Additional Amounts shall will be so payable for or on account ofwith respect to: (a1) any taxTaxes, duty, assessment or other governmental charge that to the extent such Taxes would not have been imposed but for (1) the existence of any present or former connection between a the relevant Holder or Beneficial Owner of the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) Notes and the United Kingdom relevant Tax Jurisdiction (including being a resident or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt citizen of payment under, such Security) including, without limitation, such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being jurisdiction or having been a resident, domiciliary domicile or national of, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment inin 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 United Kingdom enforcement of rights under such Note or under a Guarantee of the Notes or the receipt of any political subdivision payments in respect of such Note or any Taxing authority thereof or therein, a Guarantee of the Notes; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Security or a Guarantee Note for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3where presentation is required) the presentation of a Security or a Guarantee for payment on a date more than 30 days after the date on which such relevant payment in respect of such Security became due and payable or provided for, whichever occurs later, is first made available for payment to the Holder (except to the extent that the Holder of such Security or such Guarantee would have been entitled to such Additional Amounts if it had the Note been presented such Security or such Guarantee for payment within on the last day of such 30-day period.); (b3) any estate, inheritance, gift, salesales, transfer, personal property transfer or similar tax, duty, assessment or governmental chargeTaxes; (c4) any taxTaxes withheld, dutydeducted or imposed on a payment to an individual that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, assessment 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive; (5) 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; (6) any Taxes payable other governmental charge than by deduction or withholding from payments to a Holder or Beneficial Owner under, or with respect to, the Notes or with respect to any Guarantee of the Notes; (7) any Taxes that is are imposed or withheld by reason of the failure by the Holder or the beneficial owner Beneficial Owner of a Security the Note to comply, or the delay in complying, comply with a written request in writing of the Company or a Guarantor (which request shall be furnished Payor addressed to the Trustee) (1) Holder, after reasonable notice, to provide information certification, information, documents or other evidence concerning the nationality, residence, place of establishment residence or identity of the Holder or such beneficial owner Beneficial Owners or (2) to make any declaration or other similar claim or satisfy any information or other reporting requirement whichrelating to such matters, in the case of (1) or (2), is required or imposed by a statute, treatyregulation, regulation treaty or administrative practice of the taxing jurisdiction relevant Tax Jurisdiction as a precondition to exemption from or reduction of all or part of such tax, duty, assessment Tax; provided in each case the holder or other governmental charge; (d) any tax, duty, assessment or other governmental charge resulting from a Listing Failure with respect beneficial owner is legally eligible to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directivedo so; or (f) 8) any combination of items (a1) through (7) above. (b) The Issuer and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, court or documentary Taxes, or any other excise or property Taxes, which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Guarantee of the Notes 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 Guarantee of the Notes (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), (b7) or (8) above), . (c), (d) and (e) above; nor shall Additional Amounts be paid with respect to any payment of If the principal of, Issuer or any interest onGuarantor, any Security or Guarantee to any Holder who is a fiduciary or partnership other than as the sole beneficial owner of such Security or Guaranteecase may be, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had becomes aware that it been the Holder of the Security. At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated to pay Additional Amounts with respect to such paymentany payment under or with respect to the Notes or any Guarantee of the Notes, each of the Company Issuer or the Guarantor 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 day prior to that payment date, in which case the Issuer or the relevant Guarantor shall deliver to the Trustee promptly after the obligation to pay so arises) an Officer's ’s Certificate stating the fact that such Additional Amounts will be payable and the amounts amount estimated to be so payable and will payable. The Officer’s Certificate must also set forth such any other information reasonably necessary to enable the Trustee Paying Agents to pay such Additional Amounts to Holders on the relevant payment date. Whenever The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. (d) The Issuer or the relevant Guarantor will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a holder upon written request), within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not available, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (e) Notwithstanding anything contrary herein, references in this Indenture there is mentioned, in any context, to the payment of amounts based upon the principal amount of the Notes or of principal, Redemption Price, interest or of any other amount payable under under, or with respect to to, any Security of the Notes or any Guarantee of the net proceeds received on the sale or exchange of any SecurityNotes, such mention shall be deemed to include mention of the 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 pursuant to thereof. (f) The foregoing obligations of this Section 2.13 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 Issuer or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or any Guarantee of the Notes) and any department or political subdivision thereof or therein.

Additional Amounts. (a) All payments ofmade by or on behalf of the Company under or with respect to the Notes, or in by or on behalf of any Guarantor under or with respect ofto any Note Guarantee, principal are required to be made free and clear of and interest on the Securities shall be made without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of any kind whatsoever charge (including penalties, interest and other liabilities related thereto) (hereinafter referred to as "Taxes") imposed or levied by or on behalf of the United Kingdom government of Canada, any province or territory of Canada or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Company or any such Guarantor is organized or is carrying on business in for tax purposes, or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made (including the jurisdiction of any paying agent) (each, a "Relevant Taxing authority thereof or therein ("U.K. Withholding TaxesJurisdiction"), unless such U.K. Withholding Person is required to withhold or deduct Taxes are required by law or by the United Kingdom interpretation or any administration thereof; provided that in the event that an amount is deemed by subsection 214(17) of the Income Tax Act (Canada) to have been paid at a time before such subdivision or authority amount is actually paid, the Company will be deemed to be withheld required to withhold or deducted. In deduct from the event of (i) a Change amount actually paid in Tax Law or (ii) a failure by the Company to list or maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the United Kingdom Income and Corporation Taxes Act 1988) (a "Listing Failure"), the effect of which, in each case, is to require the withholding or deduction by the Company or the Guarantors pursuant to the Securities or the Guarantees, respectively, of any amount for U.K. Withholding Taxes that would not have been which are required to be withheld or deducted absent in respect of such event, deemed payment. (b) If the Company or any Guarantor that is organized, or is otherwise carrying on business in, or is otherwise resident for tax purposes in a Relevant Taxing Jurisdiction (each such person, a "Payor") is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the GuarantorsNotes or a Note Guarantee, as the case may be, such Payor will be required to pay such additional amounts ("Additional Amounts") on as may be necessary so that the Securities that result net amount received by a Holder or beneficial owner of Notes (after deduction or withholding of such U.K. Withholding Taxes, including any deduction or withholding of such U.K. Withholding Taxes with respect to such Additional Amounts) in the payment to each Holder of a Security the amounts that would have been payable in respect of such Security had no after such withholding or deduction will not be less than the amount such Holder or beneficial owner of Notes would have received if such Taxes (including Taxes withheld or deducted from any Additional Amounts) had not been requiredwithheld or deducted; provided, except however, that no the foregoing obligations to pay Additional Amounts shall do not apply (1) to any Taxes imposed on a payment to a Holder or beneficial owner of Notes (i) with which the applicable Payor does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of the payment or (ii) by virtue of all or any portion of such payment being deemed to be so payable for dividend paid to such Holder or beneficial owner pursuant to subsection 214(16) of the Income Tax Act (Canada); (2) in respect of a debt or other obligation to pay an amount to a person with whom the applicable Payor is not dealing at arm's length within the meaning of the Income Tax Act (Canada); (3) to any U.S. withholding tax with respect to payments by or on account of: behalf of any Guarantor that is organized, otherwise carrying on business or otherwise resident for tax purposes, in the United States; (a4) to any taxestate, dutyinheritance, assessment gift, sales, excise, transfer, personal property or other governmental charge similar Tax or (5) to any Taxes that would not have been so imposed but for (1) the existence of any present or former connection between a Holder or the beneficial owner of a Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United Kingdom or any political subdivision or taxing authority thereof or therein (other than mere ownership of, or receipt of payment under, such Security) including, without limitation, such relevant Holder or beneficial owner (or such fiduciaryof Notes and the Relevant Taxing Jurisdiction including, settlorfor greater certainty and without limitation, beneficiary, member, shareholder or possessor) being or having been a residentcitizen, domiciliary resident or national ofthereof, or being or having been present or engaged in a trade or business therein or having or having had maintaining a permanent establishment inor other physical presence in or otherwise having some connection with the Relevant Taxing Jurisdiction (other than a connection from the mere acquisition, the United Kingdom ownership or any political subdivision or any Taxing authority thereof or therein, (2) the presentation holding of a Security such Note or a Guarantee beneficial interest therein or the enforcement of rights thereunder or the receipt of any payment in respect thereof); nor will Additional Amounts be paid (a) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment in the United Kingdom or any political subdivision or any Taxing authority thereof or therein, unless such Security or Guarantee could not have been presented elsewhere, or (3) the presentation of a Security or a Guarantee for payment on a date more than within 30 days after the date on which such payment in respect of or such Security Note became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, is later (except to the extent that the Holder of such Security or such Guarantee beneficial owner would have been entitled to such Additional Amounts if it had the Note been presented such Security or such Guarantee for payment within on the last day of such 30-day period. ); (b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or governmental charge; (c) any tax, duty, assessment or other governmental charge that is to the extent relating to Taxes imposed or withheld by reason of the Holder's or beneficial owner's failure by the Holder to comply with any certification, documentation, information or the other evidentiary requirement concerning such Holder's or beneficial owner of a Security to comply, or the delay in complying, with a request in writing of the Company or a Guarantor (which request shall be furnished to the Trustee) (1) to provide information concerning the owner's nationality, residence, place of establishment identity or identity of connection with the Holder Relevant Taxing Jurisdiction or such beneficial owner or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement which, in arm's length relationship with the case of (1) or (2), Payor if compliance is required or imposed by a statutelaw, treatyregulation, regulation or administrative practice of the taxing jurisdiction or an applicable treaty as a precondition to exemption from from, or a reduction in the rate of all deduction or part of withholding of, such taxTaxes to which such Holder or beneficial owner is entitled; (c) to the extent relating to any tax assessment, duty, assessment governmental charge or other governmental charge;Tax which would have been avoided by such Holder by presenting the relevant Note (if presentation is required); or (d) to the extent relating to any combination of any of the above clauses (any such Tax in respect of which Additional Amounts are payable, an "Indemnified Tax"). (c) The applicable Payor shall make any required withholding or deduction and remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. Upon request, the Company shall provide the Trustee with official receipts or other documentation evidencing the payment of the Taxes with respect to which Additional Amounts are paid. (d) any tax, duty, assessment If a Payor is or other governmental charge resulting from a Listing Failure with respect will become obligated to any Security issued in the form of a certificated Security pursuant to the terms of this Indenture; (e) any tax, duty, assessment or other governmental charge which is imposed on a payment to any holder and is required to be made pursuant to any European Union Directive 2003/48 on the taxation of savings income proposed to come into effect from July 1, 2005, at the earliest, or any law complying with, or introduced in order to conform to, such Directive; or (f) any combination of items (a), (b), (c), (d) and (e) above; nor shall pay Additional Amounts be paid under or with respect to any payment of made on the principal of, Notes or any interest on, any Security or Guarantee to any Holder who is a fiduciary or partnership other than the sole beneficial owner of such Security or Note Guarantee, to the extent such payment would be required by the laws of the United Kingdom (or any political subdivision or relevant Taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or 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. At at least 30 days prior to each the date on which any of such payment under or with respect to the Securities is due and payable, if the Company or a Guarantor will be obligated (unless such obligation to pay Additional Amounts with respect arises shortly before or after the 30th day prior to such paymentdate, the Company or the Guarantor in which case it shall be promptly thereafter), such Payor will deliver to the Trustee an Officer's Certificate stating the fact that such Additional Amounts will be payable and the amounts amount so payable and will set forth such other information necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders holders on the relevant payment date. . (e) Whenever in this Indenture there is mentioned, mentioned in any context, : (1) the payment of principal, Redemption Price, interest ; (2) redemption prices or purchase prices in connection with a redemption or purchase of Notes; (3) interest; or (4) any other amount payable under on or with respect to any Security of the Notes or the net proceeds received on the sale or exchange of any SecurityNote Guarantee, such mention reference shall be deemed to include mention of the payment of Additional Amounts provided for in as described under this Indenture Section 2.13 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof thereof. (f) The Company and the Guarantors shall indemnify, defend and hold harmless the Trustee and each Holder of the Notes for the amount of any Indemnified Taxes (including, for greater certainty, taxes payable pursuant to Regulation 803 of the Income Tax Regulations (Canada)) levied or imposed and paid by the Trustee or Holder as a result of payments made under or with respect to the Notes or any Note Guarantee, including any reimbursements under this Indentureclause 2.13(f). (g) The Company and the Guarantors shall pay any present or future stamp, issue, registration, court or documentary taxes or any other excise, property or similar Taxes, charges or levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Note Guarantees, this Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Notes or any Note Guarantees and the Company and the Guarantors shall indemnify the Trustee and the Holders of Notes for any such amounts (including penalties, interest and other liabilities related thereto) paid by such Holders. (h) The obligations described under this heading will survive any termination, defeasance or discharge of the Indenture and any transfer by an applicable holder or beneficial owner of its Notes to another applicable holder, and will apply, mutatis mutandis, to any jurisdiction in which any successor to the Company is incorporated, engaged in business for tax purposes or resident for tax purposes, or any jurisdiction from or through which such successor makes any payment on the Notes or the Notes Guarantee and, in each case, any department or political subdivision thereof or therein.