Common use of Additional Amounts Clause in Contracts

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.

Additional Amounts. In (a) All payments made by the event that Company or any Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make all payments in respect Notes or the related Guarantees shall be made free and clear of the Securities and without withholding or deduction for or on account of any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of any Taxing Authority of Brazil or Luxembourg or other jurisdiction in which the Company, such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision paying agent of the Company or any authority thereof Guarantor is organized or therein having power to engaged in business for tax purposes (any of the aforementioned being a “Relevant Taxing Jurisdiction”) ), unless Taxes are required to be withheld or deducted by law or by the interpretation or administration thereof. If Taxes are required to be withheld or deducted by a Taxing Authority within any Taxing Jurisdiction, from any payment made by the Company or any Guarantor, as the case may be, then the Company or such withholding or deduction is required by law. In such eventGuarantor, such Guarantor will as the case may be, shall pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, each Holder of Notes (including Additional Amounts) after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which amount the Holder would otherwise have received if such Taxes had not been receivable in the absence of such withholding withheld or deductiondeducted; except provided, however, that no such Additional Amounts shall be payable on account of any taxes or duties whichwith respect to: (ai) are payable any Tax imposed by the United States or by any person acting as custodian bank political subdivision or collecting agent on behalf of a Holder, Taxing Authority thereof or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, ortherein; (bii) are payable by reason any Taxes that would not have been so imposed, deducted or withheld but for the existence of any connection between the Holder or beneficial owner havingof a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or having hadpossessor of power over, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationof such Note, informationif the Holder or beneficial owner is an estate, documents nominee, trust, partnership, limited liability company or other evidence concerning corporation) and the nationality, residencerelevant Taxing Jurisdiction (including being a citizen or resident or national of, or identity of the Holder and beneficial owner carrying on a business or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as maintaining a precondition to exemption frompermanent establishment in, or a reduction in being physically present in, the rate of withholding or deduction relevant Taxing Jurisdiction), other than the mere receipt of such taxes, orpayment or the ownership or holding or enforcement of such Note; (diii) consist of any estate, inheritance, gift, sales, value-added, excise, transfer, transfer or personal property Tax or similar taxes, orTax; (eiv) are imposed on any Taxes payable otherwise than by deduction or withholding from payments under or with respect to the Notes or the Guarantees; (v) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of a Note or beneficial owner of any payment on the Guarantee of such Note had (A) made a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (B) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable Guarantor law, treaty, regulation, or official administrative practice of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the registered first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, Holders at that time have been notified by such Guarantor or any other Person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); (vi) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder if would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (vii) any payment under or with respect to a Note to any Holder that is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment or Note, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been imposed on such payment entitled to the Additional Amounts had such registered Holder beneficiary, settlor, member or beneficial owner been the sole actual Holder of such Note; (viii) any Luxembourg registration duties (droit d’enregistrement) payable in the case of a voluntary registration of the Notes (and/or any document in relation therewith) by any holder or beneficial owner of this Securitysuch Notes with the Administration de l’Enregistrement des Domaines et de la TVA in Luxembourg, when such registration is not required to maintain, preserve or enforce the rights of that holder or beneficial owner under the Notes (and/or any document in relation therewith); or (f) are deducted or withheld pursuant to (iix) any European Union directive combination of items ‎(i) through ‎(viii) above. Notwithstanding any other provisions contained herein, each of the Issuers, any Guarantor or regulation concerning any other person making payments on behalf of the taxation of interest incomeIssuers shall be entitled to deduct and withhold as required, or (ii) and shall not be required to pay, any international treaty or understanding relating Additional Amounts with respect to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal deduction imposed on or interest in respect of any Note pursuant to Sections 1471 through 1474 of the Securities Code (commonly referred to as “FATCA”), any treaty, law, regulation or other official guidance enacted by any jurisdiction implementing FATCA, any agreement between either of the Issuers, any Guarantor or any other person and the United States or any jurisdiction implementing FATCA, or any law of any jurisdiction implementing an intergovernmental approach to FATCA. (b) Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any Note or any Guarantee, such mention shall be deemed to include any mention of the payment of Additional Amounts which may to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesrespect thereof.

Additional Amounts. In Unless otherwise specified in any Board Resolution of the Company or the relevant Guarantor establishing the terms of Securities of a series or the Guarantees relating thereto in accordance with Section 301, in the event that any a Guarantor becomes obligated under this Indenture to make payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such the Guarantor from payment of principal or interest made by it, ; or (b) are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, ; or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, ; or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this such Security, ; or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, ; or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, ; or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, ; or (i) are payable for any combination of (a) through (h) above. References In addition, any amounts to be paid by the Company or any Guarantor on the Securities will be paid net of any FATCA Withholding. Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. Such payment of Additional Amounts may be subject to such further exceptions as may be established in the terms of such Securities established as contemplated by Section 301. Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the Securities net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as set forth excluding Additional Amounts in those provisions hereof where such express mention is not made, provided, however, that the Indenture. The covenant regarding Additional Amounts provided for in this Section shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will ; provided further that the covenant regarding Additional Amounts provided for in this Section shall apply to the Company at any time when it is incorporated in a jurisdiction outside of the United States. If the terms of the Securities of a series established as contemplated by Section 301 do not specify that Additional Amounts will not be payable by the Company or a Guarantor, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company or Guarantor, as the case may be, will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by this Section. Each of the Company and Guarantors covenant to indemnify each of the Trustee and any Paying Agent for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith.

Additional Amounts. In (a) All payments of principal of, premium, if any, and interest on the event that any Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make Notes and all payments in respect of under the Securities Note Guarantees will be made without withholding or deduction for for, or on account of of, any present or future taxes taxes, duties, assessments or duties governmental charges of whatever (“Taxes”) nature imposed or levied by way of withholding or deduction at source within any jurisdiction in which the Company or any applicable Subsidiary Guarantor is organized or resident for tax purposes (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 (including the jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident of any Paying Agent) (or any political subdivision or any taxing authority thereof or therein having power to tax therein) (the each, as applicable, a “Relevant Taxing Jurisdiction”) ), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In such event, the Company or the applicable Subsidiary Guarantor, as the case may be, will make such Guarantor deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary will result in order that receipt by the net Holder of such amounts as would have been received by the Holders, after such holder had no such withholding or deductiondeduction been required, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except provided that no such Additional Amounts shall will be payable for or on account of any taxes or duties whichof: (a1) are payable by any person acting as custodian bank tax, duty, assessment or collecting agent on behalf of a Holder, or otherwise in any manner which does other governmental charge that would not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, orhave been imposed but for: (bA) are payable by reason the existence of any present or former connection between the Holder or beneficial owner havingof such Note or Note Guarantee, as the case may be, and the Relevant Jurisdiction including, without limitation, such holder or beneficial owner being or having been a citizen or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein, other than merely holding such Note or the receipt of payments thereunder or under the Note Guarantee; (B) the presentation of such Note (where presentation is required) more than thirty (30) days after the later of the date on which the payment of the principal of, premium, if any, or having hadinterest on, some personal such Note became due and payable pursuant to the terms thereof or business connection with was made or duly provided for, except to the extent that the holder thereof would have been entitled to such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or Additional Amounts if it had presented such Note for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, orpayment on any date within such 30-day period; (cC) are imposed or withheld by reason of the failure of the Holder holder or beneficial owner to comply with a timely request of the Company or any Subsidiary Guarantor addressed to the holder or beneficial owner, as the case may be, to provide certification, information, documents information concerning such holder’s or other evidence concerning the beneficial owner’s nationality, residence, identity or identity of connection with any Relevant Jurisdiction, if and to the Holder extent that due and beneficial owner timely compliance with such request would have reduced or to make eliminated any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of as to which Additional Amounts would have otherwise been payable to such taxes, holder; or (dD) consist the presentation of such Note (where presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (2) any estate, inheritance, gift, sales, excisesale, transfer, excise or personal property or similar taxestax, assessment or other governmental charge; (3) any tax, duty, assessment or other governmental charge which is payable other than (i) by deduction or withholding from payments of principal of or interest on the Note or payments under the Note Guarantees, or (ii) by direct payment by the Company or applicable Subsidiary Guarantor in respect of claims made against the Company or the applicable Subsidiary Guarantor; (4) any tax arising pursuant to Sections 1471 - 1474 of the U.S. Internal Revenue Code of 1986, as amended, and any successor or amended version that is substantively comparable and not materially more onerous to comply with, any official interpretations thereof, current or future regulations or agreements entered pursuant thereto, any agreement entered pursuant thereto, any U.S. or non-U.S. law enacted in connection with an intergovernmental agreement related thereto, or any rules, regulations, or administrative guidance of any kind relating to any of the foregoing; or (e5) are imposed on any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (1), (2), (3) and (4); or (b) with respect to any payment by of the applicable Guarantor principal of, or premium, if any, or interest on, such Note or any payment under any Note Guarantee to such holder, if the registered Holder if such Holder holder is a fiduciary or fiduciary, partnership or any person other than the sole beneficial owner of such any payment to the extent that taxes such payment would be required to be included in the income under the laws of a Relevant Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, or a member of that partnership or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts had such registered Holder that beneficiary, settlor, partner, or beneficial owner been the sole beneficial owner holder thereof. In addition to the foregoing, the Company and the Subsidiary Guarantors will also pay and indemnify the holder of this Securitya Note for any present or future stamp, or issue, registration, court or documentary taxes, or any other excise or property taxes, charges or similar levies (fincluding penalties, interest and other reasonable expenses related thereto) which are levied by any Relevant Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the Indenture, any Note Guarantee or any other document or instrument referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee. The Company and the Subsidiary Guarantors will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld pursuant to (i) any European Union directive or regulation concerning from each Relevant Jurisdiction imposing such taxes, in such form as provided in the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which ordinary course by the Relevant Taxing Jurisdiction and as is reasonably available to the Company, and will provide such certified copies to the Trustees and the Paying Agent. Such copies shall be made available to the Holders upon request and will be made available at the offices of the Paying Agent. The Company or the European Union is Subsidiary Guarantor, as applicable, will attach to each certified copy a party, or certificate stating (iiix) any provision that the amount of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable withholding taxes evidenced by reason of a change the certified copy was paid in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest connection with payments in respect of the Securities shall principal amount of Notes then outstanding and (y) the amount of such withholding taxes paid per $1,000 principal amount of the Notes. (c) Whenever there is mentioned in any context the payment of principal of, and any premium or interest, on any Note or under any Note Guarantee, such mention will be deemed to include any payment of Additional Amounts which may provided for in this Indenture to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesrespect thereof.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities of this series or the Guarantees thereof are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Security if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any this Security was presented to a particular paying agent for payment if the this Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities of this series shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the each Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by either Company or any Guarantor on the Securities of this series will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor either Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In (a) If the event that Issuer amalgamates, consolidates with, merges with or into, or sells, conveys, transfers or leases its property and assets substantially as an entirety to, any Guarantor becomes obligated to make payments in respect Person and the resulting, surviving or transferee Person is not organized and validly existing under the laws of the SecuritiesUnited States of America, any state thereof or the District of Columbia (such Guarantor will make Person or any successor thereto, the “Surviving Entity”), then all payments and deliveries made by, or on behalf of, the Surviving Entity under or with respect to the Notes, including, but not limited to, payments of principal (including, if applicable, the Fundamental Change Repurchase Price and the Redemption Price), payments of interest and deliveries of cash, Common Stock or other Reference Property (together with payment of cash in respect lieu of the Securities any fractional shares of Common Stock) upon conversion, shall be made without withholding or deduction for for, or on account of of, any present or future taxes taxes, duties, assessments or duties governmental charges of whatever nature (“Taxes”) imposed or levied by way of withholding or deduction at source within the jurisdiction, excluding the United States, in which the Surviving Entity is, for tax purposes, organized or resident or doing business or through which payment is made or deemed made by or on behalf of any the Surviving Entity for purposes of the tax law of that jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident (or any political subdivision or any taxing authority thereof or therein having power to tax therein) (the each, as applicable, a “Relevant Taxing Jurisdiction”) ), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such eventwithholding or deduction is so required, such Guarantor will the Surviving Entity shall pay to the Holders Holder of each Note such additional amounts (the “Additional Amounts”) as shall may be necessary in order to ensure that the net amounts amount received by the Holders, beneficial owners after such withholding or deduction, deduction (and after deducting any Taxes imposed or levied by a Relevant Taxing Jurisdiction on the Additional Amounts) shall equal the respective amounts of principal and interest which that would otherwise have been receivable in the absence of received by such beneficial owners had no such withholding or deductiondeduction been required; except provided that no such Additional Amounts shall will be payable for or on account of any taxes or duties whichof: (aA) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does Taxes to the extent such Taxes would not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, orhave been imposed but for: (b1) are payable by reason the existence of any present or former connection between the Holder or such beneficial owner having, or having had, some personal or business connection with owners of such Relevant Taxing Jurisdiction Note and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, including, without limitation, being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein, but excluding the mere holding or enforcement of such Note or the receipt of payments thereunder; (2) the presentation of such Note (in cases in which presentation is required) more than 30 days after the later of the date on which the payment of the principal of (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) and interest on such Note or the delivery of cash, Common Stock and other Reference Property (together with payment of cash in lieu of any fractional shares of Common Stock) upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for; or (c3) are imposed or withheld by reason of the failure of the Holder or such beneficial owner owners, to the extent they were legally entitled to do so, to comply with a timely request from the Surviving Entity to provide certification, information, documents or other evidence concerning the such Holder’s or such beneficial owners’ nationality, residence, identity or identity of connection with the Holder and beneficial owner Relevant Taxing Jurisdiction, or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements requirement relating to such matters, whether if and to the extent that due and timely compliance with such request is required or imposed by statute, treatyregulation, regulation treaty or administrative practice, as a precondition practice of the Relevant Taxing Jurisdiction in order to exemption from, reduce or a reduction in the rate of eliminate any withholding or deduction of as to which Additional Amounts would have otherwise been payable to such taxes, orHolder or beneficial owners; (dB) consist of any estate, inheritance, gift, salessale, transfer, excise, transfer, personal property or similar taxesTaxes; (C) any Taxes to the extent such Taxes result from the presentation of any Note for payment (where presentation is required for payment) and the payment can be made without such withholding or deduction by the presentation of the Note for payment to at least one other Paying Agent in a member state of the European Union; (D) any Taxes that are payable otherwise than by withholding from payments under or with respect to the Notes; (E) any Taxes required by sections 1471 through 1474 of the Code (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or (eF) are imposed on or any combination of Taxes referred to in the preceding clauses (A) through (E). Furthermore, Additional Amounts shall not be paid for any Taxes with respect to any payment by of the applicable Guarantor principal of (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) and interest on such Note or the delivery of cash, Common Stock or other Reference Property (together with payment of cash in lieu of any fractional shares of Common Stock) upon conversion of such Note to a Holder, if the registered Holder if such Holder is a fiduciary or fiduciary, partnership or any person Person other than the sole beneficial owner of such that payment to the extent that taxes such payment would be required to be included in the income under the laws of the Relevant Taxing Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts had such registered Holder that beneficiary, settlor, partner, member or beneficial owner been the sole beneficial owner of this Security, orHolder thereof. (fb) are deducted Any reference in the Indenture or withheld the Notes in any context to the delivery of cash, Common Stock or other Reference Property (together with payment of cash in lieu of any fractional shares of Common Stock) upon conversion of any Note or the payment of principal of (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) and interest on, any Note or any other amount payable with respect to such Note, shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to this Section 4.07. (ic) As a condition to receiving any European Union directive Additional Amounts, each Holder entitled to any Additional Amounts shall cooperate with the Surviving Entity and the Trustee in complying with any timely request from the Surviving Entity to provide any certification, information, documents or regulation concerning the taxation of interest incomeother evidence to confirm such Holder’s nationality, residence, identity or (ii) any international treaty or understanding relating to such taxation and to which 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 European Union extent that due and timely compliance with such request is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directiverequired by statute, regulation, treaty or understanding, or (g) are payable by reason administrative practice of a change the Relevant Taxing Jurisdiction in law order to reduce or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because eliminate any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are deduction as to which Additional Amounts would have otherwise been payable for any combination of (a) through (h) aboveto such Holder. References Each Holder entitled to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be shall cooperate with the Surviving Entity and the Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable as set forth in respect thereof to assist the IndentureSurviving Entity or Trustee in determining the applicable withholding tax rate and the amount of Additional Amounts payable in respect thereof. The covenant regarding Issuer shall furnish to the Trustee documentation reasonably satisfactory to the Trustee evidencing payment of any Taxes so deducted or withheld and the amount of any Additional Amounts shall not apply to any Guarantor at any time when payable thereon. Copies of such Guarantor is incorporated in a jurisdiction in documentation will be made available by the United States, and will apply Trustee to the Company relevant Holders upon written request to the Trustee. (d) The obligations under this Section 4.07 shall survive any time it is incorporated in a jurisdiction outside termination or discharge of the United StatesIndenture and any transfer by a Holder or beneficial owner of its Notes.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities of this series or the Guarantees thereof are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Security if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any this Security was presented to a particular paying agent for payment if the this Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities of this series shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by the Company or any Guarantor on the Securities of this series will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In the event that any Guarantor becomes obligated If specified pursuant to make Section 3.01, all payments in respect made by or on behalf of the Securities, such Guarantor will make all payments in Company under or with respect of to the Securities of any series will be made free and clear of and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other government charge (including penalties, interest and other liabilities related thereto) imposed or levied by way of withholding or deduction at source by or on behalf of the Government of Canada or of any jurisdiction in which such Guarantor is incorporated, organized, province or otherwise tax resident territory thereof or any political subdivision or by any authority or agency therein or thereof or therein having power to tax (“Canadian Taxes”), unless the “Relevant Taxing Jurisdiction”) unless such withholding or deduction Company is required to withhold or deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. In such eventIf the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Securities, such Guarantor the Company will pay to the Holders as additional interest such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, each Holder after such withholding or deductiondeduction (including with respect to Additional Amounts) will not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted; provided, shall equal however, that no Additional Amounts will be payable with respect to a payment made to a Holder (an “Excluded Holder”) if the respective amounts Holder or the beneficial owner of principal and interest which would otherwise have been receivable in some or all of the absence payment to the Holder (i) does not deal at arm’s length with the Company (for purposes of the Income Tax Act (Canada)) at the time of the making of such withholding or deduction; except that no payment, (ii) is subject to such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable Canadian Taxes by reason of the Holder or beneficial owner havingits failure to comply with any certification, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationidentification, information, documents documentation or other evidence concerning the nationalityreporting requirement if compliance is required by law, residenceregulation, administrative practice or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes, (iii) is subject to such Canadian Taxes by reason of its being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof otherwise than by the mere holding of Securities or the receipt of payments thereunder, or (iv) is subject to such Canadian Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of its legal nature. The Company 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 Company will pay all taxes, interest and other liabilities which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holders, within 60 days after the date the payment of any Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts or other satisfactory evidence of such taxes, or (d) consist payment by the Company. If as a result of any estate, inheritance, gift, sales, excise, transfer, personal property payment by or similar taxes, or (e) are imposed on behalf of the Company under or with respect to the Securities of any payment by series, any Holder is required to pay tax under Part XIII of the applicable Guarantor Income Tax Act (Canada) or any successor provisions in circumstances where the Company is not required to make a withholding with respect to such tax (for instance, in accordance with Section 803 of the Regulations to the registered Holder if Income Tax Act (Canada)), then the Company will, upon demand by any such Holder, indemnify such Holder is a fiduciary or partnership or any person (other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered a Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning with which the taxation Company does not deal at arm’s length (for the purposes of interest income, or the Income Tax Act (Canada)) at the time of the making of such payment; (ii) any international treaty or understanding relating which is subject to such taxation Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement 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 Canadian Taxes for the payment of any such taxes, together with any interest, penalties and to which the Relevant Taxing Jurisdiction or the European Union is a partyexpenses in connection therewith, or (iii) any provision which is subject to such Canadian Taxes because it is not entitled to the benefit of law implementing, or complying with, or introduced to conform with, such directive, regulation, an otherwise applicable tax treaty or understanding, or (g) are payable by reason of the legal nature of such Holder). All such amounts shall be payable by the Company on demand and shall bear interest at the rate borne by the Securities, calculated from the date incurred by the Holder to the date paid by the Company. All such amounts shall be Additional Amounts for the purpose of this Indenture. Promptly following the Company becoming aware that the Company will be obligated to pay Additional Amounts with respect to a change payment hereunder, the Company will deliver to the Trustees and to any Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. References in law or practice that becomes effective more than 30 days after the relevant payment of this Indenture to interest, principal or interest becomes due, other payments made or is duly provided for and written notice thereof is provided to be made by the Holders, whichever occurs later, or (h) are payable because any Security was presented Company with respect to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed also to include any refer to the payment of Additional Amounts which provided for in Section 3.01 that may be payable as set forth in the Indenturerespect thereof. The covenant regarding Additional Amounts provisions of this Section 11.05 shall not apply to survive any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United Statestermination, and will apply to the Company any time it is incorporated in a jurisdiction outside defeasance or discharge of the United Statesthis Indenture.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “"Relevant Taxing Jurisdiction”") unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “"Additional Amounts”") as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities of this series or the Guarantees thereof are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.

Additional Amounts. In (a) All payments that the event Issuer makes under or with respect to the Notes or that any Guarantor becomes obligated the Guarantors make under or with respect to make payments in respect the Guarantees shall be made free and clear of the Securities, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by way of withholding or deduction at source on such payments by or on behalf of any jurisdiction in which such the Issuer or any Guarantor is incorporated, organized, incorporated or otherwise resident for tax resident purposes or from or through which any of the foregoing makes any payment on the Notes or by or within any political subdivision or governmental authority of or in any authority thereof or therein of the foregoing having power to tax (the each, a “Relevant Taxing Jurisdiction”) ), unless the Issuer or such withholding or deduction Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. In such event, such If the Issuer or a Guarantor will pay (or any Agent on its behalf) is required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Holders such Notes or any Guarantee, the Issuer or the Guarantor, as the case may be, shall pay additional amounts (the “Additional Amounts”) as shall may be necessary in order to ensure that the net amounts amount received by the Holders, each Holder after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such deduction (including any withholding or deduction; except that no such Additional Amounts shall be payable on account deduction in respect of any taxes Additional Amounts) will not be less than the amount the Holder would have received if such Taxes had not been withheld or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, ordeducted. (b) Neither the Issuer nor any Guarantor shall, however, pay Additional Amounts in respect or on account of: (i) any Taxes, which would not have been imposed by the Relevant Taxing Jurisdiction in which such Taxes are payable by reason of imposed but for the Holder or beneficial owner having, of the Notes being or having hadbeen a citizen, some personal resident or national thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein or having any other present or former connection with such Relevant Taxing Jurisdiction and not merely (other than the mere receipt, ownership, holding or disposition of the Notes, or by reason of the fact that receipt of any payments in respect of the Securities any Note or any Guarantee, or the Guarantees are, exercise or for purposes enforcement of taxation are deemed to be, derived from sources in, rights under any Notes or are secured in the Relevant Taxing Jurisdiction, orany Guarantee); (cii) any Taxes that are imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes, following the Issuer’s written request, to provide comply with any certification, informationidentification, documents information or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating (to the extent such mattersHolder or beneficial owner is legally eligible to do so), whether required or imposed by statute, treaty, regulation or administrative practicepractice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or deduction of such taxesbeneficial owner, oras appropriate, is not resident in the Relevant Taxing Jurisdiction); (diii) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, orTaxes; (eiv) are any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes or any Guarantee; (v) any Tax imposed on or with respect to any payment by the applicable Issuer or a Guarantor to the registered a Holder if such Holder is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment to the extent that taxes Taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, orsuch Note; (f) are deducted or withheld pursuant to (ivi) any Tax that is imposed on or with respect to a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Notes to another Paying Agent in a member state of the European Union directive or regulation concerning the taxation of interest income, or Union; (iivii) any international treaty or understanding relating to such taxation and to which Taxes that were imposed as a result of the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason presentation of a change in law or practice that becomes effective Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of principal such 30-day period); (viii) any withholding or interest becomes duededuction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to the European Council Directive 2003/48/EC, European Council Directive 2014/14/EU or any other Directive implementing the conclusions of the ECOFIN Council meetings of November 26 and 27, 2000 on the taxation of savings income or any subsequent Council meeting amending or supplementing those conclusions or any law implementing or complying with, or is duly provided for and written notice thereof is provided introduced in order to the Holdersconform to, whichever occurs later, any such Directive; or (hix) are any combination of any of the above. In addition, any amounts to be paid on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, and no Additional Amounts will be required to be paid on account of any such deduction or withholding. Such Additional Amounts also will not be payable because any Security was presented to a particular paying agent for payment if where, had the Security could beneficial owner of the Note been the Holder, it would not have been presented entitled to another paying agent without any payment of Additional Amounts by reason of clauses (i) to (ix) inclusive above. (c) The Issuer and the Guarantors shall (i) make such withholding or deductiondeduction as is required by applicable law and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or a Guarantee is due and payable, or if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or any Guarantee is due and payable, in which case it will be promptly thereafter), the Issuer shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee and the Paying Agent to pay such Additional Amounts to the Holders on the payment date. The Trustee and the Paying Agent shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Issuer shall promptly publish a notice in accordance with Section 12.01 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer and the Guarantors, shall pay any present or future stamp, issue, registration, court, documentary, excise or property taxes or other similar taxes, charges and duties, including, without limitation, interest, penalties and other similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of (i) are payable for any combination of (a) through (h) above. References to principal the execution, issue, delivery or interest in respect registration of the Securities shall be deemed Notes or any Guarantee or any other document or instrument referred to include thereunder, or (ii) the receipt of any Additional Amounts which payments with respect to, or enforcement of, the Notes or any Guarantee. Upon written request, the Issuer or a Guarantor will furnish to the Trustee and the Paying Agent or a Holder as soon as possible following such request copies of tax receipts evidencing the payment by the Issuer or such Guarantor (as the case may be) of any Taxes imposed or levied by a Relevant Taxing Jurisdiction, in accordance with the procedures described in Section 12.01, in such form as provided in the normal course by the taxing authority imposing such Taxes and as may be payable reasonably available to the Issuer or the Guarantors. If, notwithstanding the efforts of the Issuer or Guarantor to obtain such receipts, the same are not obtainable, the Issuer or such Guarantor will provide the Trustee, the Paying Agent or such Holder with other evidence reasonably satisfactory to the Trustee, the Paying Agent or holder of such payments by the Issuer or Guarantor. If reasonably requested by the Trustee, the Issuer and (to the extent necessary) any Guarantors will provide to the Trustee such information as set forth may be in the Indenture. The covenant regarding Additional Amounts shall possession of the Issuer and the Guarantors (and not apply otherwise in the possession of the Trustee) to enable the Trustee to determine the amount of any withholding Taxes attributable to any particular Holder(s); provided, however, that in no event shall the Issuer or any Guarantor at be required to disclose any time when information that it reasonably deems to be confidential. (e) Whenever this Indenture or the Notes refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note (including payments thereof made pursuant to a Guarantee), such reference includes the payment of Additional Amounts, if applicable. (f) This Section 4.12 will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer or any Guarantor is incorporated in a or otherwise resident for tax purposes or any jurisdiction in from or through which such person makes any payment on the United States, Notes (or any Guarantee) and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statespolitical subdivision or taxing authority or agency thereof or therein.

Additional Amounts. In (a) All payments made by the event that any Guarantor becomes obligated Entities to make payments in respect the Noteholders or Securities Holders pursuant to the Transaction Documents will be made free and clear of the Securities, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the United States or any political subdivision or any taxing authority thereof or therein having power to tax (“US Taxes”), unless the “Relevant Taxing Jurisdiction”) unless such withholding or deduction Entity is required to withhold or deduct any amount for or on account of US Taxes by lawlaw or by the interpretation or administration thereof. In such eventIf any Entity is required to withhold or deduct any amount for or on account of US Taxes from any payment made hereunder, such Guarantor Entity will pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, Securities Holder (including Additional Amounts) after such withholding or deductiondeduction will not be less than the amount the Securities Holder would have received if such US Taxes had not been withheld or deducted; provided, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except however, that no such Additional Amounts shall will be payable on account of with respect to a payment made hereunder with respect to any taxes US Taxes which would not have been imposed, payable or duties whichdue: (ai) are payable by any person acting as custodian bank but for the fact that the Securities Holder is or collecting agent on behalf of was a Holderdomiciliary, national or resident of, or engages or engaged in business, maintains or maintained a permanent establishment or is or was physically present in the United States, or otherwise in any manner which does not constitute a deduction has some present or withholding by such Guarantor from payment former connection with the United States other than the mere holding or enforcement of the Transaction Documents or the receipt of principal or interest made by it, orin respect thereof; (bii) are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or but for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Securities Holder or beneficial owner to provide comply with a request by the Entity to satisfy any certification, information, documents identification or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating which the Securities Holder is legally entitled to such matterssatisfy, whether required or imposed by statute, treaty, regulation regulation, administrative practice or administrative practiceotherwise, as a precondition to exemption fromconcerning the nationality, residence or a reduction in connection with the rate United States of withholding or deduction of such taxes, orthe Securities Holder. (db) consist The obligation of the Entities to pay Additional Amounts in respect of US Taxes shall not apply with respect to (i) any estate, inheritance, gift, sales, excise, transfer, personal property or any similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, Tax or (ii) any international treaty Tax which is payable otherwise than by deduction or understanding relating withholding from payments made under or with respect to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, orTransaction Documents. (gc) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes dueThe Entities, or is duly provided for and written notice thereof is provided to the Holdersas applicable, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, orwill: (i) are payable for make any combination required withholding or deduction; (ii) remit the full amount deducted or withheld to the relevant authority (the “Taxing Authority”) in accordance with applicable law; (iii) obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Authority imposing such taxes; and (aiv) through (h) abovepromptly send such certified copies of tax receipts to the Securities Holder. References The Entities will attach to principal or interest each certified copy a certificate stating that the amount of withholding tax evidenced by the certified copy was paid in connection with payments in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United StatesTransaction Documents.

Additional Amounts. In Unless otherwise specified in any Board Resolution of the Company or the relevant Guarantor establishing the terms of Securities of a series or the Guarantees relating thereto in accordance with Section 301, in the event that any a Guarantor becomes obligated under this Indenture to make payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such the Guarantor from payment of principal or interest made by it, ; or (b) are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, ; or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, ; or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, ; or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this such Security, ; or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, ; or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, ; or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, ; or (i) are payable for any combination of (a) through (h) above. References In addition, any amounts to be paid by the Company or any Guarantor on the Securities will be paid net of any FATCA Withholding. Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. Such payment of Additional Amounts may be subject to such further exceptions as may be established in the terms of such Securities established as contemplated by Section 301. Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the Securities net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as set forth excluding Additional Amounts in those provisions hereof where such express mention is not made, provided, however, that the Indenture. The covenant regarding Additional Amounts provided for in this Section shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will ; provided further that the covenant regarding Additional Amounts provided for in this Section shall apply to the Company at any time when it is incorporated in a jurisdiction outside of the United States. If the terms of the Securities of a series established as contemplated by Section 301 do not specify that Additional Amounts will not be payable by the Company or a Guarantor, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company or Guarantor, as the case may be, will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by this Section. Each of the Company and Guarantors covenant to indemnify each of the Trustee and any Paying Agent for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith.

Additional Amounts. In (a) All payments by the event that any Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make all payments Issuer in respect of the Securities or by the Company in respect of the Company Guarantee shall be made without withholding or deduction for or on account of any present or future taxes taxes, duties, assessments, or duties other governmental charges of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of the Cayman Islands, Brazil or any other jurisdiction or political subdivision thereof in which such Guarantor the Issuer or the Company is organized or incorporated, organizedas applicable, or otherwise is a resident for tax resident or any political subdivision or any authority thereof or therein purposes having power to tax (the a “Relevant Taxing Jurisdiction”) ), unless the Issuer or the Company is compelled by law to deduct or withhold such withholding taxes, duties, assessments, or deduction is required by lawgovernmental charges. In such event, the Issuer or the Company shall make such Guarantor will pay deduction or withholding, make payment of the amount so withheld to the Holders appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) as shall may be necessary in order to ensure that the net amounts received receivable by the Holders, Holders of Securities after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Securities in the absence of such withholding or deduction; except that no deduction (“Additional Amounts”). No such Additional Amounts shall be payable on account of any taxes or duties whichpayable: (a1) are payable by any person acting as custodian bank to, or collecting agent to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable Security by reason of the existence of any present or former connection between such Holder (or beneficial owner between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, a limited liability company or a corporation) and the Relevant Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, some personal a permanent establishment therein, other than the mere holding of the Security or business connection enforcement of rights and the receipt of payments with respect to the Security; (2) in respect of Securities presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the Holder of such Relevant Taxing Jurisdiction Security would have been entitled to such Additional Amounts, on surrender of such note for payment on the last day of such period of 30 days; (3) where such Additional Amount is imposed on a payment to an individual and not merely is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council Meeting of 26-27 November 2000; (4) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed such Holder’s failure to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide comply with any certification, information, documents identification or other evidence reporting requirement concerning the nationality, residence, identity or identity of connection with the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattersRelevant Jurisdiction, whether if (i) compliance is required or imposed by statute, treaty, regulation or administrative practicethe Relevant Jurisdiction, as a precondition to to, exemption from, or a reduction in the rate of withholding of, the tax, assessment or deduction of other governmental charge and (ii) the Issuer has given the holders at least 30 days’ notice that Holders will be required to provide such taxescertification, oridentification or other requirement; (d5) consist in respect of any estate, inheritance, gift, sales, excise, transfer, capital gains, excise or personal property or similar taxestax, assessment or governmental charge; (6) in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Security or by direct payment by the Issuer or the Company in respect of claims made against the Issuer or the Company; or (e7) are imposed on or with in respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) the above. References All references to principal or and interest in respect of the Securities shall be deemed also to include refer to any Additional Amounts Amounts, unless the context requires otherwise, which may be payable as set forth in this Indenture or in the Indenture. The covenant regarding Securities. (b) In addition, no Additional Amounts shall not apply be paid with respect to any Guarantor at any time when such Guarantor payment on a Security to a Holder who is incorporated a fiduciary, a partnership, a limited liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the laws of the Relevant Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interest holder in a jurisdiction in the United States, and will apply limited liability company or a beneficial owner who would not have been entitled to the Company any time it is incorporated in a jurisdiction outside of Additional Amounts had that beneficiary, settlor, member or beneficial owner been the United StatesHolder.

Additional Amounts. In the event that any Guarantor becomes obligated If specified pursuant to make Section 3.01, all payments in respect made by or on behalf of the Securities, such Guarantor Company under or with respect to the Canadian Securities of any series will make all payments in respect be made free and clear of the Securities and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other government charge (including penalties, interest and other liabilities related thereto) imposed or levied by way of withholding or deduction at source by or on behalf of the Government of Canada or of any jurisdiction in which such Guarantor is incorporated, organized, province or otherwise tax resident territory thereof or any political subdivision or by any authority or agency therein or thereof or therein having power to tax (“Canadian Taxes”), unless the “Relevant Taxing Jurisdiction”) unless such withholding or deduction Company is required to withhold or deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof by the relevant government authority or agency. In such eventIf the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Canadian Securities, such Guarantor the Company will pay to the Holders as additional interest such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, each Holder after such withholding or deductiondeduction (including with respect to Additional Amounts) will not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted; provided, shall equal however, that no Additional Amounts will be payable with respect to a payment made to a Holder (an “Excluded Holder”) if the respective amounts Holder or the beneficial owner of principal and interest which would otherwise have been receivable in some or all of the absence payment to the Holder (i) does not deal at arm’s length with the Company (for purposes of the Income Tax Act (Canada)) at the time of the making of such withholding or deduction; except that no payment, (ii) is subject to such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable Canadian Taxes by reason of the Holder or beneficial owner havingits failure to comply with any certification, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationidentification, information, documents documentation or other evidence concerning the nationalityreporting requirement if compliance is required by law, residenceregulation, administrative practice or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Canadian Taxes, (iii) is subject to such Canadian Taxes by reason of its being a resident, domicile or national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof otherwise than by the mere holding of Canadian Securities or the receipt of payments thereunder, or (iv) is subject to such Canadian Taxes because it is not entitled to the benefit of an otherwise applicable tax treaty by reason of its legal nature. The Company 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 Company will pay all taxes, interest and other liabilities which arise by virtue of any failure of the Company to withhold, deduct and remit to the relevant authority on a timely basis the full amounts required in accordance with applicable law. The Company will furnish to the Holders, within 60 days after the date the payment of any Canadian Taxes is due pursuant to applicable law, certified copies of tax receipts or other satisfactory evidence of such taxes, or (d) consist payment by the Company. If as a result of any estate, inheritance, gift, sales, excise, transfer, personal property payment by or similar taxes, or (e) are imposed on behalf of the Company under or with respect to the Canadian Securities of any payment by series, any Holder is required to pay tax under Part XIII of the applicable Guarantor Income Tax Act (Canada) or any successor provisions in circumstances where the Company is not required to make a withholding with respect to such tax (for instance, in accordance with Section 803 of the Regulations to the registered Holder if Income Tax Act (Canada)), then the Company will, upon demand by any such Holder, indemnify such Holder is a fiduciary or partnership or any person (other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered a Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning with which the taxation Company does not deal at arm’s length (for the purposes of interest income, or the Income Tax Act (Canada)) at the time of the making of such payment; (ii) any international treaty or understanding relating which is subject to such taxation Canadian Taxes by reason of its failure to comply with any certification, identification, information, documentation or other reporting requirement 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 Canadian Taxes for the payment of any such taxes, together with any interest, penalties and to which the Relevant Taxing Jurisdiction or the European Union is a partyexpenses in connection therewith, or (iii) any provision which is subject to such Canadian Taxes because it is not entitled to the benefit of law implementing, or complying with, or introduced to conform with, such directive, regulation, an otherwise applicable tax treaty or understanding, or (g) are payable by reason of the legal nature of such Holder). All such amounts shall be payable by the Company on demand and shall bear interest at the rate borne by the Canadian Securities, 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. Promptly following the Company becoming aware that the Company will be obligated to pay Additional Amounts with respect to a change payment hereunder, the Company will deliver to the Trustees and to any Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable. References in law or practice that becomes effective more than 30 days after the relevant payment of this Indenture to interest, principal or interest becomes due, other payments made or is duly provided for and written notice thereof is provided to be made by the Company with respect to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Candian Securities shall be deemed also to include any refer to the payment of Additional Amounts which provided for in Section 3.01 that may be payable as set forth in the Indenturerespect thereof. The covenant regarding Additional Amounts provisions of this Section 11.05 shall not apply to survive any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United Statestermination, and will apply to the Company any time it is incorporated in a jurisdiction outside defeasance or discharge of the United Statesthis Indenture.

Additional Amounts. In (a) All payments required to be made by the event that Issuers under or with respect to the Notes or by any Guarantor becomes obligated under or with respect to make payments in respect a Note Guarantee (each of the Securities, Issuers or such Guarantor and, in each case, any successor thereof, making such payment, the “Payor”), will make all payments in respect of the Securities be made free and clear of, and without withholding or deduction for or on account of of, any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, authority or otherwise tax resident or any political subdivision or any authority thereof or therein agency having power to tax within any jurisdiction in which any Payor is incorporated, organized or otherwise resident for tax purposes, or engaged in business for tax purposes, or any jurisdiction from or through which payment is made by or on behalf of such Payor (the each a “Relevant Taxing Jurisdiction”) ), unless such withholding or deduction Payor is required to withhold or deduct such Taxes by law. In such eventlaw or regulation. (b) If a Payor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or a Note Guarantee, as applicable, such Guarantor Payor will be required to pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, any Holder (including Additional Amounts) after such withholding or deduction, shall equal deduction will not be less than the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of amount the Holder or beneficial owner havingwould have received if such taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: (1) any taxes that would not have been (or would not be required to be) so imposed, withheld, deducted or levied but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of, or having hadpossessor of power over, some personal the relevant Holder or business connection with such Relevant Taxing Jurisdiction beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership, company or corporation) and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, orincluding, without limitation, such Holder or beneficial owner being or having been a citizen, domiciliary, national or resident thereof, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein (other than any connection arising solely from the acquisition or holding of any Note, the receipt of any payments in respect of such Note or Note Guarantee or the exercise or enforcement of rights under a Note Guarantee); (c2) any estate, inheritance, gift, sales transfer, personal property or similar tax or assessment; (3) any taxes which are imposed payable other than by withholding or withheld deduction from payments made under or with respect to the Notes or any Note Guarantee; (4) any taxes that would not have been (or would not be required to be) imposed, withheld, deducted or levied if such Holder or the beneficial owner of any Note or interest therein (i) complied with all reasonable written requests by reason of the failure of Payor (made at a time that would enable the Holder or beneficial owner acting reasonably to comply with such request) to provide certification, information, documents timely and accurate information or other evidence documentation concerning the nationality, residence, residence or identity of the such Holder and or beneficial owner or to make (ii) made any valid or timely declaration or similar claim or satisfy any other certification, information or reporting requirements relating to such mattersrequirement, whether which in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice, practice of a Relevant Taxing Jurisdiction as a precondition to exemption from, or a reduction in the rate of withholding or deduction of, all or part of such taxes, or; (d5) consist any taxes withheld, deducted or imposed on a payment required to be made pursuant to the European Council Directive 2003/48/ EC on taxation of savings income in the form of interest payments or any other directive implementing the conclusions of the ECOFIN (European Union Economic and Finance Ministers) Council Meeting of November 26 and 27, 2000 on the taxation of savings income in the form of interest payments which was adopted by the ECOFIN Council on 3 June 2003, or pursuant to any law implementing or complying with, or introduced in order to conform to, such Directive or any agreement entered into by a new European Union Member State with (i) any other state or (ii) any relevant dependent or associated territory of any estate, inheritance, gift, sales, excise, transfer, personal property European Union Member State providing for measures equivalent to or similar taxes, orthe same as those provided for by such Directive; (e6) are any taxes imposed or withheld on or with respect to a payment which could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment (where presentation is required) within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented on any day during the 30-day period); (7) any taxes imposed on or with respect to any payment by the applicable Guarantor made under or with respect to the registered such Note or Note Guarantee to any Holder if such Holder who is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment payment, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been imposed on such payment entitled to the Additional Amounts had such registered Holder beneficiary, settlor, member or beneficial owner been the sole beneficial owner of such Note; (8) any taxes payable under Sections 1471-1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the issue date of the Notes (or any amended or successor version), any regulations or official interpretations thereof, any intergovernmental agreement entered into in connection therewith, or any law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; (9) any taxes imposed by the United States or any political subdivision thereof; (10) any taxes imposed or levied by reason of any combination of clauses (1) through (9) of this SecuritySection 2.14(b). (c) The Issuers and the Guarantors (as the case may be) will pay any present or future stamp, orissue, registration, excise, property, court or documentary taxes, or similar taxes, charges or levies (referred to in this Section 2.14(c) as “stamp taxes”) and interest, penalties and other reasonable expenses related thereto that arise in or are levied by any Relevant Taxing Jurisdiction on the execution, issuance, delivery, enforcement or registration of the Notes, this Indenture, the Note Guarantees or any other document or instrument in relation thereto (other than on a transfer or assignment of the Notes after this offering) except for stamp taxes due as a result of registration or other action by the Holder where such registration or action is not necessary to maintain, preserve, establish, enforce, perfect or protect the rights of the Holder. (d) The Payor will make or cause to be made any withholding or deduction required in respect of taxes, and remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction, in accordance with applicable law. Upon request, the Payor will use reasonable efforts to provide, within a reasonable time after the date the payment of any such taxes so deducted or withheld is made, the Trustee with official receipts or other documentation evidencing the payment of the taxes so deducted or withheld. (e) If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the Notes, the Payor will deliver to the paying agent with a copy to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 45th day prior to that payment date, in which case the Payor shall notify the paying agent and the Trustee promptly thereafter) a certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable and such other information reasonably necessary to enable the paying agent to pay Additional Amounts to Holders on the relevant payment date. The Payor shall also deliver a form of Additional Amounts notice that can be delivered to the registered Holders. (f) are deducted or withheld pursuant to Whenever in this Indenture there is mentioned, in any context: (i1) the payment of principal; (2) the payment of interest; or (3) any European Union directive other amount payable on or regulation concerning with respect to any of the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform withNotes, such directivereference will be deemed to include payment of Additional Amounts as described in this Section 2.14 to the extent that, regulationin such context, treaty Additional Amounts are, were or understanding, orwould be payable in respect thereof. (g) are payable by reason The obligations described in this Section 2.14 will survive any termination, defeasance or discharge of a change in law this Indenture or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, Note Guarantee and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company Payor is incorporated, organized or otherwise resident for tax purposes or any time it is incorporated in a jurisdiction outside of the United Statespolitical subdivision or taxing authority or agency thereof or therein.

Additional Amounts. In Unless otherwise specified in any Board Resolution of the Company or the relevant Guarantor establishing the terms of Securities of a series or the Guarantees relating thereto in accordance with Section 301, in the event that any a Guarantor becomes obligated under this Indenture to make payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such the Guarantor from payment of principal or interest made by it, ; or (b) are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, ; or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, ; or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this such Security, ; or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, ; or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, ; or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, ; or (i) are payable for any combination of (a) through (h) above. References In addition, any amounts to be paid by the Company or any Guarantor on the Securities will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding. Such payment of Additional Amounts may be subject to such further exceptions as may be established in the terms of such Securities established as contemplated by Section 301. Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the Securities net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as set forth excluding Additional Amounts in those provisions hereof where such express mention is not made, provided, however, that the Indenture. The covenant regarding Additional Amounts provided for in this Section shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will ; provided further that the covenant regarding Additional Amounts provided for in this Section shall apply to the Company at any time when it is incorporated in a jurisdiction outside of the United States. If the terms of the Securities of a series established as contemplated by Section 301 do not specify that Additional Amounts will not be payable by the Company or a Guarantor, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company or Guarantor, as the case may be, will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by this Section. Each of the Company and Guarantors covenant to indemnify each of the Trustee and any Paying Agent for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith.

Additional Amounts. In All amounts of principal, premium, if any, and interest, if any, on any series of Subordinated Debt Securities will be paid by the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesCompany without deduction or withholding for, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or future taxes withholdings now or duties of whatever nature imposed hereafter imposed, levied, collected, withheld or levied by way of withholding or deduction at source assessed by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “Relevant U.K. Taxing Jurisdiction”) ), unless such deduction or withholding or deduction is required by law. In Unless otherwise specified in any Board Resolution, or an Officer’s Certificate, establishing the terms of Subordinated Debt Securities of a series in accordance with ‎Section 3.01, if deduction or withholding of any such eventtaxes, such Guarantor levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the U.K. Taxing Jurisdiction, the Company will pay to the Holders such additional amounts with respect to interest and any redemption premium, on any series of Subordinated Debt Securities (the “Additional Amounts”) as shall may be necessary in order that the net amounts received by paid to the HoldersHolders of Subordinated Debt Securities of the particular series, after such withholding deduction or deductionwithholding, shall equal the respective amounts of principal and interest such payments which would otherwise have been receivable payable in the absence respect of such withholding or deduction; except that Subordinated Debt Securities had no such Additional Amounts shall be deduction or withholding been required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable on account of any taxes or duties whichdue but for the fact that: (ai) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or the beneficial owner havingof the Subordinated Debt Security is a domiciliary, national or resident of, or having hadengaging in business or maintaining a permanent establishment or physically present in, the U.K. Taxing Jurisdiction or otherwise has some personal or business connection with such Relevant the U.K. Taxing Jurisdiction and not merely by reason other than the mere holding or ownership of a Subordinated Debt Security, or the collection of the fact that payments in respect payment on any Subordinated Debt Security of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured relevant series, (ii) except in the Relevant Taxing Jurisdictioncase of a winding-up of the Company in the United Kingdom, orthe relevant Subordinated Debt Security is presented (where presentation is required) for payment in the United Kingdom, (ciii) are imposed the relevant Subordinated Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment became due or withheld by reason was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the Subordinated Debt Security for payment at the close of the failure of such 30 day period, (iv) the Holder or the beneficial owner of the relevant Subordinated Debt Security or the payment on such Subordinated Debt Security failed to comply with a request by the Company or its liquidator or other authorized person addressed to the Holder (x) to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the Holder and or such beneficial owner or (y) to make any valid or timely declaration or other similar claim or to satisfy any other reporting requirements relating to such mattersrequirement, whether which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice, practice of the U.K. Taxing Jurisdiction as a precondition to exemption from, or a reduction in relief from all or part of such deduction or withholding, (v) the rate of withholding or deduction is required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any agreement with the U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such taxesan intergovernmental agreement, or (dvi) consist any combination of any estatesubclauses ‎(i) through ‎(v) above, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or nor shall Additional Amounts be paid with respect to a payment on the Subordinated Debt Securities to any payment by the applicable Guarantor to the registered Holder if such Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes such payment would be required by the laws of the U.K. Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts, had such registered Holder it been the sole beneficial owner Holder. Whenever in this Subordinated Debt Securities Indenture there is mentioned, in the context of this any Subordinated Debt Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation payment of interest incomethe principal, premium, if any, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a partyinterest, if any, on, or (iii) in respect of, any provision of law implementing, or complying with, or introduced to conform withSubordinated Debt Security, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as set forth in if express mention of the Indenture. The covenant regarding payment of Additional Amounts shall (if applicable) were made in any provisions hereof where such express mention is not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesmade.

Additional Amounts. In All payments made by the event that any Guarantor becomes obligated to make payments in respect of Company on the Securities, such Guarantor Notes will make all payments in respect of the Securities be made without withholding or deduction for for, or on account of of, any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of The Netherlands or any jurisdiction in which such Guarantor the Company or any Surviving Entity is incorporated, organized, organized or is otherwise resident for tax resident purposes or any political subdivision thereof or any authority thereof or therein having power to tax therein or any jurisdiction from or through which payment is made (the “each a "Relevant Taxing Jurisdiction”) "), unless such the withholding or deduction of such Taxes is then required by law. In such eventIf any deduction or withholding for, such Guarantor or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be required on any payments made by the Company with respect to the Notes, including payments of principal, redemption price, interest or premium, the Company will pay to the Holders such additional amounts (the “"Additional Amounts”") as shall may be necessary in order that the net amounts received in respect of such payments by the HoldersHolders of the Notes or the Trustee, as the case may be, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable received in respect of such payments in the absence of such withholding or deduction; except that no such Additional Amounts shall will be payable on account of any taxes or duties whichwith respect to: (a) are payable any payments on a Note held by any person acting as custodian bank or collecting agent on behalf of a Holder, Holder or otherwise beneficial owner who is liable for such Taxes in any manner which does not constitute a deduction or withholding by respect of such Guarantor from payment of principal or interest made by it, or (b) are payable Note by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such the Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in being physically present in, the Relevant Taxing Jurisdiction, or) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (cb) any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any request by the Company to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the such Holder and or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other information or reporting requirements relating to such mattersrequirement, whether which is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, from all or a reduction part of such Taxes; (c) except in the rate case of withholding or deduction the winding up of such taxesthe Company, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction; or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or Note presented for payment (ewhere presentation is required) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided first made available for and written notice thereof is provided payment to the HoldersHolder. Such Additional Amounts will also not be payable where, whichever occurs laterhad the beneficial owner of the Note been the Holder of the Note, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could he would not have been presented entitled to another paying agent without any such withholding or deduction, or (i) are payable for any combination payment of Additional Amounts by reason of clauses (a) through to (hd) inclusive above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.

Additional Amounts. In (a) All payments made by the event that any Guarantor becomes obligated Issuer or the Guarantors under or with respect to make payments in respect of the Securitiesa Security shall be made free and clear of, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of of, any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) imposed or levied by way of withholding or deduction at source by or on behalf of the government of the United States, the United Kingdom or any other jurisdiction in which such Guarantor is incorporated, organizedthe Issuer or the Guarantors are organized or resident for tax purposes, or otherwise tax resident within or through which payment is made, or any political subdivision or any taxing authority or agency thereof or therein having power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”), unless the Issuer or the Guarantors is or are required to withhold or deduct any such Taxes by law or by the interpretation or administration thereof. (b) unless such withholding If the Issuer or deduction is the Guarantors are so required by law. In such eventto withhold or deduct any amount for or on account of Taxes from any payment made under or with respect to a Security or the Guarantees, such Guarantor will the Issuer or the Guarantors, as applicable, shall pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, Holder of such Security (including Additional Amounts) after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence deduction of such withholding Taxes will not be less than the amount such Holder would have received if such Taxes had not been required to be withheld or deductiondeducted; except provided, however, that no such notwithstanding the foregoing, Additional Amounts shall not be payable on account of any taxes or duties whichpaid with respect to: (a1) are payable by any person acting as custodian bank Taxes that would not have been so imposed, deducted or collecting agent on behalf withheld but for the existence of a Holder, any present or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of former connection between the Holder or beneficial owner havingof a Security (or between a fiduciary, settler, beneficiary, member or shareholder of, or having hadpossessor of power over, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationof such Security, informationif the Holder or beneficial owner is an estate, documents nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other evidence concerning than the nationality, residence, mere receipt of such payment or identity the ownership or holding of the Holder and beneficial owner execution, delivery, registration or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction enforcement of such taxes, orSecurity); (d2) consist of subject to Section 4.21(f), any estate, inheritance, gift, sales, excise, transfer, transfer or personal property tax or similar taxestax, orassessment or governmental charge; (e3) are any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of the Security or beneficial owner of any payment on such Security had (i) made a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (ii) complied with any certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Security or any payment on such note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by the applicable law of the Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the applicable law of the Taxing Jurisdiction, the relevant Holder at that time has been notified by the Company, the Guarantors or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); (4) a withholding or deduction imposed on a payment to an individual which is required to be made pursuant to the EU Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, such Directive; (5) any Taxes that would not have been so imposed, deducted or withheld if the beneficiary of the payment had presented the Security for payment within 30 days after the date on which such payment or such Security became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts had the Security been presented on the last day of such 30-day period); (6) any payment under or with respect to a Security to any payment by the applicable Guarantor to the registered Holder if such Holder that is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment or Security, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Security would not have been imposed on such payment entitled to the Additional Amounts had such registered Holder beneficiary, settlor, member or beneficial owner been the sole beneficial owner actual Holder of this such Security, ; (7) a Security presented for payment by or on behalf of a Holder who or that would have reasonably been able to avoid such withholding or deduction by presenting the relevant Security to another paying agent maintained by the Issuer in a Member State of the European Union; or (f8) any combination of items (1) are through (7) above. The foregoing provisions shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor Person to the Issuer or the Guarantors. (c) The Issuer or the Guarantors shall make any applicable withholding or deduction and remit the full amount deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction relevant authority in accordance with applicable law. The Issuer or the European Union is a partyGuarantors shall furnish to the Trustee, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than within 30 days after the relevant date the payment of principal any Taxes deducted or interest becomes duewithheld is due pursuant to applicable law, certified copies of tax receipts or, if such tax receipts are not reasonably available to the Issuer or the Guarantors, such other documentation that provides reasonable evidence of such payment by the Issuer or the Guarantors. Copies of such receipts or other documentation shall be made available to the Holders or the Paying Agents, as applicable, upon request. (d) At least 30 days prior to each date on which any payment under or with respect to any Securities 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 Issuer or the Guarantors shall be obligated to pay Additional Amounts with respect to such payment, the Issuer or the Guarantors shall deliver to the Trustee and the Paying Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and shall set forth such other information necessary to enable such Trustee and Paying Agent to pay such Additional Amounts to Holders of such Securities on the payment date. Each Officers’ Certificate shall be relied upon until receipt of a further Officers’ Certificate addressing such matters. (e) Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest, or is duly provided for and written notice thereof is provided of any other amount payable under or with respect to the Holdersany Security, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities mention shall be deemed to include any or mention of the payment of Additional Amounts which may to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in respect thereof. (f) The Issuer and the Indenture. The covenant regarding Additional Amounts Guarantors shall not apply to pay any Guarantor at present or future stamp, court or documentary taxes or any time when other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Securities, this Indenture or any other document or instrument in relation thereto or hereto, excluding all such Guarantor is incorporated in a taxes, charges or similar levies imposed by any jurisdiction outside any jurisdiction in the United Stateswhich a Paying Agent is located, and will apply to the Company any time it is incorporated in a jurisdiction outside Issuer and the Guarantors hereby indemnify the Holders of the United StatesSecurities for any such non-excluded taxes paid by such Holders.

Additional Amounts. In All amounts of principal, premium, if any, and interest, if any, on any series of Subordinated Debt Securities will be paid by the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesCompany without deduction or withholding for, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or future taxes withholdings now or duties of whatever nature imposed hereafter imposed, levied, collected, withheld or levied by way of withholding or deduction at source assessed by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “Relevant U.K. Taxing Jurisdiction”) ), unless such deduction or withholding or deduction is required by law. In Unless otherwise specified in any Board Resolution, or an Officer’s Certificate, establishing the terms of Subordinated Debt Securities of a series in accordance with ‎Section 3.01, if deduction or withholding of any such eventtaxes, such Guarantor levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the U.K. Taxing Jurisdiction, the Company will pay to the Holders such additional amounts with respect to interest and any redemption premium, on any series of Subordinated Debt Securities (the “Additional Amounts”) as shall may be necessary in order that the net amounts received by paid to the HoldersHolders of Subordinated Debt Securities of the particular series, after such withholding deduction or deductionwithholding, shall equal the respective amounts of principal and interest such payments which would otherwise have been receivable payable in the absence respect of such withholding or deduction; except that Subordinated Debt Securities had no such Additional Amounts shall be deduction or withholding been required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable on account of any taxes or duties whichdue but for the fact that: (ai) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or the beneficial owner havingof the Subordinated Debt Security is a domiciliary, national or resident of, or having hadengaging in business or maintaining a permanent establishment or physically present in, the U.K. Taxing Jurisdiction or otherwise has some personal or business connection with such Relevant the U.K. Taxing Jurisdiction and not merely by reason other than the mere holding or ownership of a Subordinated Debt Security, or the collection of the fact that payments in respect payment on any Subordinated Debt Security of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured relevant series, (ii) except in the Relevant Taxing Jurisdictioncase of a winding-up of the Company in the United Kingdom, orthe relevant Subordinated Debt Security is presented (where presentation is required) for payment in the United Kingdom, (ciii) are imposed the relevant Subordinated Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment became due or withheld by reason was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the Subordinated Debt Security for payment at the close of the failure of such 30 day period, (iv) the Holder or the beneficial owner of the relevant Subordinated Debt Security or the payment on such Subordinated Debt Security failed to comply with a request by the Company or its liquidator or other authorized person addressed to the Holder (x) to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the Holder and or such beneficial owner or (y) to make any valid or timely declaration or other similar claim or to satisfy any other reporting requirements relating to such mattersrequirement, whether which in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice, practice of the U.K. Taxing Jurisdiction as a precondition to exemption from, or a reduction in relief from all or part of such deduction or withholding, (v) the rate of withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any Directive amending, supplementing or replacing such taxesDirective, or any law implementing or complying with, or introduced in order to conform to, such Directive or Directives, (vi) the withholding or deduction is required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any agreement with the U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such an intergovernmental agreement, (vii) the relevant Subordinated Debt Security is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the relevant Subordinated Debt Security to another paying agent in a Member State of the European Union, or (dviii) consist any combination of any estatesubclauses ‎(i) through ‎(vii) above, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or nor shall Additional Amounts be paid with respect to a payment on the Subordinated Debt Securities to any payment by the applicable Guarantor to the registered Holder if such Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes such payment would be required by the laws of the U.K. Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts, had such registered Holder it been the sole beneficial owner Holder. Whenever in this Subordinated Debt Securities Indenture there is mentioned, in the context of this any Subordinated Debt Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation payment of interest incomethe principal, premium, if any, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a partyinterest, if any, on, or (iii) in respect of, any provision of law implementing, or complying with, or introduced to conform withSubordinated Debt Security, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as set forth in if express mention of the Indenture. The covenant regarding payment of Additional Amounts shall (if applicable) were made in any provisions hereof where such express mention is not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesmade.

Additional Amounts. In the event that Unless otherwise provided in Section 3.1 for Securities of any Guarantor becomes obligated to make payments in respect of the Securitiesseries, such Guarantor will make all payments in made by the Company under or with respect of to the Securities will be required to be made free and clear of and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by way of withholding or deduction at source by or on behalf of the Government of Canada or of any jurisdiction in which such Guarantor is incorporated, organized, province or otherwise tax resident territory thereof or any political subdivision or by any authority or agency therein or thereof or therein having power to tax (hereinafter “Canadian Taxes”), unless the “Relevant Taxing Jurisdiction”) unless such withholding or deduction Company is required to withhold or deduct Canadian Taxes by lawlaw or by the interpretation or administration thereof. In such eventIf the Company is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Securities, such Guarantor the Company will pay to the Holders each Holder as additional interest such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, each Holder after such withholding or deduction, shall equal the respective amounts of principal deduction (and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no after deducting any Canadian Taxes on such Additional Amounts) will not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted. However, no Additional Amounts shall will be payable on account with respect to a payment made to a Holder (such Holder, an “Excluded Holder”) in respect of any taxes or duties whichthe beneficial owner thereof: (ai) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner with which the Company does not constitute a deduction or withholding by deal at arm’s length (within the meaning of the Tax Act) at the time of making such Guarantor from payment of principal or interest made by it, orpayment; (bii) are payable which is subject to such Canadian Taxes by reason of the Holder being a resident, domicile or beneficial owner havingnational of, or engaged in business or maintaining a permanent establishment or other physical presence in, or otherwise having hadsome connection with, some personal Canada or business connection with any province or territory thereof, otherwise than by the mere holding of Securities or the receipt of payments thereunder; (iii) which is subject to such Relevant Taxing Jurisdiction and not merely Canadian Taxes by reason of the fact that payments in respect of the Securities or the Guarantees areHolder’s failure to comply with any certification, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationidentification, information, documents documentation or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattersif compliance is required by law, whether required regulation, administrative practice or imposed by statute, treaty, regulation or administrative practice, an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding or deduction of of, such taxes, Canadian Taxes; or (div) consist which is a “specified non-resident shareholder” of the Company, or not dealing at arm’s length with a “specified shareholder” of the Company, for purposes of subsection 18(5) of the Tax Act. The Company will also be required to: (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 will be required to furnish to the Holders of the Securities, within 60 days after the date the payment of any estateCanadian Taxes is due pursuant to applicable law, inheritancecertified copies of tax receipts or other documents evidencing such payment by the Company. The Company will be required to indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount, giftexcluding any payment of Additional Amounts by the Company, sales, excise, transfer, personal property or similar taxes, orof: (ei) are any Canadian Taxes so levied or imposed on and paid by such Holder as a result of payments made under or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, orSecurities; (fii) are deducted any liability (including penalties, interest and expenses) arising from or withheld pursuant with respect to Canadian Taxes subject to reimbursement under clause (i) of this paragraph; and (iii) any European Union directive or regulation concerning the taxation of interest income, Canadian Taxes imposed with respect to any reimbursement under clause (i) or (ii) in this paragraph; but excluding any international treaty such Canadian Taxes on such Holder’s net income or understanding relating to such taxation and to which capital. Wherever in this Indenture there is mentioned, in any context, the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal (and premium, if any), interest or interest becomes due, any other amount payable under or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented with respect to a particular paying agent for payment if the Security could have been presented to another paying agent without any Security, such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities mention shall be deemed to include any mention of the payment of Additional Amounts which may to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesrespect thereof.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities of this series or the Guarantees thereof are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Security if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any this Security was presented to a particular paying agent for payment if the this Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities of this series shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by the Company or any Guarantor on the Securities of this series will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities of this series or the Guarantees thereof are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Security if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any this Security was presented to a particular paying agent for payment if the this Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities of this series shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by the Company or any Guarantor on the Securities of this series will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In All payments made by a Co-Issuer or a Guarantor under or with respect to the event that any Guarantor becomes obligated to make payments in respect Notes or the Guarantees will be made free and clear of the Securities, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of any Taxing Authority in any jurisdiction in which such a Co-Issuer or Guarantor is incorporated, organized, incorporated or otherwise tax organized or is (or is deemed to be) resident or any political subdivision doing business for tax purposes or any authority thereof jurisdiction from or therein having power to tax through which payment is made (the each a “Relevant Taxing Jurisdiction”) ), unless any such withholding or deduction is required by law. In If any withholding or deduction for or on account of any Taxes imposed by a Relevant Taxing Jurisdiction is required from any payment made under or with respect to the Notes or the Guarantees, (a) the applicable withholding agent will make such eventwithholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with and in the time required under applicable law, such and (b) the applicable Co-Issuer or Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by each Holder or beneficial owner of the Holders, Notes after such withholding or deduction, shall deduction (including any withholding or deduction attributable to Additional Amounts) will equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of amount the Holder or beneficial owner havingwould have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to any estate, inheritance, gift, sales, capital gains, or having hadpersonal property Tax or any similar Tax, some personal or business any Tax that would not have been imposed, payable or due: (1) but for the existence of any present or former connection with between the Holder (or the beneficial owner of, such Notes) and the Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in the Relevant Taxing Jurisdiction) other than the mere acquisition, orownership, holding or disposition of the Notes or enforcement of rights thereunder or the receipt of payments in respect thereof; (c2) are imposed or withheld by reason of but for the failure of by the Holder or beneficial owner to provide satisfy any certification, information, documents identification or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice; provided, however, that the Issuer and/or Co-Issuer has delivered a request to the Holder or beneficial owner to comply with such requirements at least 30 days prior to the date by which such compliance is required and such Holder or beneficial owner can legally comply with such requirements; (3) if the presentation of Notes (where presentation is required) for payment had occurred within 30 days after the date such payment was due and payable or was duly provided for, whichever is later, but only to the extent such Additional Amounts would not have been required had the note been presented on the last day of the applicable 30 day period; (4) but for the fact that the Holder does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with the Issuer, the Co-Issuer or a Guarantor; (5) but for the requirements of Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as a precondition of the Issue Date (or any amended or successor version that is substantively comparable and not materially more onerous to exemption fromcomply with), any regulations or official interpretations thereof, or a reduction in any intergovernmental agreements implementing the rate of withholding or deduction of such taxes, foregoing; or (d6) consist but for any combination of the items listed above. Each of the Co-Issuers and the Guarantors will indemnify and hold harmless each Holder and beneficial owner from and against (x) any Taxes (other than Taxes excluded by clauses (1) through (6) above) levied or imposed on a Holder or beneficial owner as a result of payments made under or with respect to the Notes or any Guarantee (including any such Tax imposed under Part XIII of the Income Tax Act (Canada) and arising on an assignment (other than an assignment that is not effected in accordance with the provisions of this Indenture) of a note to a person resident of or deemed resident of Canada (other than a person with whom the Holder does not deal at arm’s length for purposes of the Income Tax Act (Canada)) that is withheld from or levied or imposed on a Holder or beneficial owner), and (y) any Taxes (other than Taxes excluded by clauses (1) through (6) above) so levied or imposed with respect to any indemnification payments under the foregoing clause (x) or this clause (y) such that the net amount received by such Holder or beneficial owner after such indemnification payments will not be less than the net amount the Holder or beneficial owner would have received if the Taxes described in clauses (x) and (y) above had not been imposed. In any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any estateother amount payable under or with respect to any of the Notes or Guarantees, inheritanceshall be deemed to include mention of the payment of Additional Amounts to the extent that, giftin such context, salesAdditional Amounts are, were or would be payable in respect thereof. Upon request, the Issuer will provide the Trustee with documentation evidencing the payment of the Taxes giving rise to the Additional Amounts. The Co-Issuers will pay any present or future stamp, registration, court or documentary taxes, or any other excise, transfer, personal property or similar taxes, or charges or levies (eincluding any interest and penalties related thereto) are imposed on which arise in any Relevant Taxing Jurisdiction from the execution, issuance, delivery, or registration, or in any jurisdiction from the enforcement of, the Notes or Guarantees or any other document or instrument referred to therein, or the receipt of any payments with respect to the Notes or Guarantees (“Documentary Taxes”). The obligation to pay Additional Amounts and Documentary Taxes under the terms and conditions described above will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor to any Co-Issuer or Guarantor and to any jurisdiction in which any such successor is incorporated or organized or is (or is deemed to be) resident or doing business for tax purposes, or from or through which such successor makes any payment under or with respect to the Notes or the Guarantees. At least 30 days prior to each date on which any payment under, or with respect to, the Notes is due and payable or such later date as agreed by the applicable Guarantor Trustee (unless such obligation to pay Additional Amounts arises after the 30th day prior to the registered Holder date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), if the Co-Issuers will be obligated to pay Additional Amounts with respect to such Holder payment, the Issuer will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is a fiduciary or partnership or any person other than necessary to enable the sole beneficial owner Trustee to pay such Additional Amounts to the Holders of such Notes on the payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) abovedate. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.ARTICLE ELEVEN REDEMPTION OF NOTES

Additional Amounts. In (a) All payments required to be made by the event that Issuer under or with respect to the Notes or by any Guarantor becomes obligated under or with respect to make payments in respect of a Note Guarantee (the Securities, Issuer or such Guarantor and, in each case, any successor thereof, making such payment, the “Payor”), will make all payments in respect of the Securities be made free and clear of, and without withholding or deduction for or on account of of, any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, authority or otherwise tax resident or any political subdivision or any authority thereof or therein agency having power to tax within any jurisdiction in which any Payor is incorporated, organized or otherwise resident for tax purposes, or engaged in business for tax purposes, or any jurisdiction from or through which payment is made by or on behalf of such Payor (the each a “Relevant Taxing Jurisdiction”) ), unless such withholding or deduction Payor is required to withhold or deduct such taxes by law. In such eventlaw or regulation. (b) If a Payor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or a Note Guarantee, as applicable, such Guarantor Payor will be required to pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, any Holder (including Additional Amounts) after such withholding or deduction, shall equal deduction will not be less than the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of amount the Holder or beneficial owner havingwould have received if such taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: (1) any taxes that would not have been (or would not be required to be) so imposed, withheld, deducted or levied but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of, or having hadpossessor of power over, some personal the relevant Holder or business connection with such Relevant Taxing Jurisdiction beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership, company or corporation) and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, orincluding, without limitation, such Holder or beneficial owner being or having been a citizen, domiciliary, national or resident thereof, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein (other than any connection arising solely from the acquisition or holding of any Note, the receipt of any payments in respect of such Note or Note Guarantee or the exercise or enforcement of rights under a Note Guarantee); (c2) any estate, inheritance, gift, sales transfer, personal property or similar tax or assessment; (3) any taxes which are imposed payable other than by withholding or withheld deduction from payments made under or with respect to the Notes or any Note Guarantee; (4) any taxes that would not have been (or would not be required to be) imposed, withheld, deducted or levied if such Holder or the beneficial owner of any Note or interest therein (i) complied with all reasonable written requests by reason of the failure of Payor (made at a time that would enable the Holder or beneficial owner acting reasonably to comply with such request) to provide certification, information, documents timely and accurate information or other evidence documentation concerning the nationality, residence, residence or identity of the such Holder and or beneficial owner or to make (ii) made any valid or timely declaration or similar claim or satisfy any other certification, information or reporting requirements relating to such mattersrequirement, whether which in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice, practice of a Relevant Taxing Jurisdiction as a precondition to exemption from, or a reduction in the rate of withholding or deduction of, all or part of such taxes, or; (d5) consist any taxes imposed or withheld on or with respect to a payment which could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment (where presentation is required) within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented on any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, orday during the 30-day period); (e6) are any taxes imposed on or with respect to any payment by the applicable Guarantor made under or with respect to the registered such Note or Note Guarantee to any Holder if such Holder who is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment payment, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been imposed on such payment entitled to the Additional Amounts had such registered Holder beneficiary, settlor, member or beneficial owner been the sole beneficial owner of such Note; (7) any taxes payable under Sections 1471-1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the issue date of the Notes (or any amended or successor version), any regulations or official interpretations thereof, any intergovernmental agreement entered into in connection therewith, or any law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; (8) any taxes, duties, assessments or other governmental charges imposed on a payment in respect of the Notes or Note Guarantee 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 December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying agent based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; or (9) any taxes imposed or levied by reason of any combination of clauses (1) through (7) of this SecuritySection 2.14(b). (c) The Issuer and the Guarantors (as the case may be) will pay any present or future stamp, orissue, registration, excise, property, court or documentary taxes, or similar taxes, charges or levies (referred to in this Section 2.14(c) as “stamp taxes”) for which the Issuer, any guarantor or a holder of Notes is accountable and interest, penalties and other reasonable expenses related thereto that arise in or are levied by any Relevant Taxing Jurisdiction on the execution, issuance, delivery, enforcement or registration of, or in connection with the payment under, the Notes, this Indenture, the Note Guarantees or any other document or instrument in relation thereto (other than on a transfer or assignment of the Notes) except for stamp taxes due as a result of registration or other action by the Holder where such registration or action is not necessary to maintain, preserve, establish, enforce, perfect or protect the rights of the Holder. (d) The Payor will make or cause to be made any withholding or deduction required in respect of taxes, and remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction, in accordance with applicable law. Upon request from Holders, the Payor will use reasonable efforts to provide, within a reasonable time after the date the payment of any such taxes so deducted or withheld is made, the Trustee with official receipts or other documentation evidencing the payment of the taxes so deducted or withheld. (e) If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the Notes, the Payor will deliver to the paying agent with a copy to the Trustee on a date that is at least 10 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 10th day prior to that payment date, in which case the Payor shall notify the paying agent and the Trustee promptly thereafter) a certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable and such other information reasonably necessary to enable the paying agent to pay Additional Amounts to Holders on the relevant payment date. The Payor shall also deliver a form of Additional Amounts notice that can be delivered to the registered Holders. (f) are deducted or withheld pursuant to Whenever in this Indenture there is mentioned, in any context: (i1) the payment of principal; (2) the payment of interest; or (3) any European Union directive other amount payable on or regulation concerning with respect to any of the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform withNotes, such directivereference will be deemed to include payment of Additional Amounts as described in this Section 2.14 to the extent that, regulationin such context, treaty Additional Amounts are, were or understanding, orwould be payable in respect thereof. (g) are payable by reason The obligations described in this Section 2.14 will survive any termination, defeasance or discharge of a change in law this Indenture or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, Note Guarantee and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company Payor is incorporated, organized or otherwise resident for tax purposes or any time it is incorporated in a jurisdiction outside of the United Statespolitical subdivision or taxing authority or agency thereof or therein.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) Jurisdiction unless such withholding or deduction is required by law. In the event such eventwithholding or deduction is required by law, such Guarantor will pay to the Holders of the Notes such additional amounts (the “"Additional Amounts”") as shall be necessary in order that the net amounts received by the such Holders, after such withholding or deduction, shall equal the respective amounts of principal principal, interest and interest premium, if any, which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal principal, interest or interest premium, if any, made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities Notes or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Note if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this SecurityNote, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security the Note was presented to a particular paying agent for payment if the Security Note could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal principal, interest or interest premium in respect of the Securities Notes in this Fourteenth Supplemental Indenture shall be deemed to include any Additional Amounts which may be payable as set forth in this Section 2.07. References to payment, deduction or withholding by any Guarantor shall be deemed to include payment, deduction or withholding on such Guarantor's behalf by its paying agent, including the IndentureTrustee or the Sub-Paying Agent. The covenant regarding Additional Amounts This Section 2.07 shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by the Company or any Guarantor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code ("FATCA Withholding"). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In All amounts of principal and interest, if any, on the event that any Guarantor becomes obligated to make payments in respect of Contingent Capital Notes will be paid by the SecuritiesCompany without deduction or withholding for, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or future taxes withholdings now or duties of whatever nature imposed hereafter imposed, levied, collected, withheld or levied by way of withholding or deduction at source assessed by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “Relevant Taxing Jurisdiction”) ), unless such deduction or withholding or deduction is required by law. In If deduction or withholding of any such eventtaxes, such Guarantor levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction, the Company will pay to the Holders such additional amounts in respect of the payment of any interest on (but not, for the avoidance of doubt, in respect of the payment of the principal amount of) the Contingent Capital Notes (“Additional Amounts”) as shall may be necessary in order that the net amounts received by in respect of any interest paid to the HoldersHolders of the Contingent Capital Notes, after such withholding deduction or deductionwithholding, shall equal the respective amounts amount of principal and any interest which would otherwise have been receivable payable in the absence respect of such withholding or deduction; except that Contingent Capital Notes had no such Additional Amounts shall be deduction or withholding been required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable on account of any taxes or duties whichdue but for the fact that: (ai) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or the beneficial owner havingof the Contingent Capital Note is a domiciliary, national or resident of, or having hadengaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise has some personal or business connection with such Relevant the Taxing Jurisdiction and not merely by reason other than the mere holding or ownership of a Contingent Capital Note, or the collection of any payment of (or in respect of) any interest on the Contingent Capital Notes (ii) except in the case of a winding up of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured Company in the Relevant Taxing JurisdictionUnited Kingdom, orthe Contingent Capital Note is presented (where presentation is required) for payment in the United Kingdom, (ciii) are imposed the Contingent Capital Note is presented (where presentation is required) for payment more than 30 days after the date payment became due or withheld by reason was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the Contingent Capital Note for payment at the close of the failure of such 30 day period, (iv) the Holder or the beneficial owner of the Contingent Capital Note or the beneficial owner of any payment of (or in respect of) any interest on such Contingent Capital Note failed to comply with a request of the Company or its liquidator or other authorized Person addressed to the Holder (x) to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the Holder and or such beneficial owner or (y) to make any valid or timely declaration or other similar claim claim, which in the case of (x) or satisfy any other reporting requirements relating to such matters(y), whether is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Taxing Jurisdiction as a precondition to exemption from, or a reduction in relief from all or part of such deduction or withholding, (v) the rate of withholding or deduction is required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any agreement with the U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such taxes, oran intergovernmental agreement, (dvi) consist any combination of any estatesubclauses (i) through (v) above, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or nor shall Additional Amounts be paid with respect to a payment of any payment by interest on the applicable Guarantor Contingent Capital Notes to the registered any Holder if such Holder who is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment to the extent that taxes such payment would be required by the laws of the Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts, had such registered Holder it been the sole beneficial owner Holder. Whenever in this Third Supplemental Indenture there is mentioned, in any context, the payment of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest incomeon, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities of, any Contingent Capital Notes such mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as set forth in if express mention of the Indenture. The covenant regarding payment of Additional Amounts shall (if applicable) were made in any provisions hereof where such express mention is not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesmade.

Additional Amounts. In All payments made by the event that any Guarantor becomes obligated to make payments in respect of Company on the Securities, such Guarantor Dollar Notes will make all payments in respect of the Securities be made without withholding or deduction for for, or on account of of, any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of The Netherlands or any jurisdiction in which such Guarantor the Company or any Surviving Entity is incorporated, organized, organized or is otherwise resident for tax resident purposes or any political subdivision thereof or any authority thereof or therein having power to tax therein or any jurisdiction from or through which payment is made (the “each a "Relevant Taxing Jurisdiction”) "), unless such the withholding or deduction of such Taxes is then required by law. In such eventIf any deduction or withholding for, such Guarantor or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be required on any payments made by the Company with respect to the Dollar Notes, including payments of principal, redemption price, interest or premium, the Company will pay to the Holders such additional amounts (the “"Additional Amounts”") as shall may be necessary in order that the net amounts received in respect of such payments by the HoldersHolders of the Dollar Notes or the Trustee, as the case may be, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable received in respect of such payments in the absence of such withholding or deduction; except that no such Additional Amounts shall will be payable on account of any taxes or duties whichwith respect to: (a) are payable any payments on a Dollar Note held by any person acting as custodian bank or collecting agent on behalf of a Holder, Holder or otherwise 94 beneficial owner who is liable for such Taxes in any manner which does not constitute a deduction or withholding by respect of such Guarantor from payment of principal or interest made by it, or (b) are payable Dollar Note by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such the Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in being physically present in, the Relevant Taxing Jurisdiction, or) other than by the mere holding of such Dollar Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (cb) any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Dollar Note to comply with any request by the Company to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the such Holder and or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other information or reporting requirements relating to such mattersrequirement, whether which is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, from all or a reduction part of such Taxes; (c) except in the rate case of withholding or deduction the winding up of such taxesthe Company, orany Dollar Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction; (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or Note presented for payment (ewhere presentation is required) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided first made available for and written notice thereof is provided payment to the HoldersHolder, whichever occurs laterexcept to the extent that the Holder would have been entitled to such Additional Amounts on presenting note for payment on the thirtieth day after the relevant payment is first made available. (e) any estate, inheritance, gift, sale, transfer, personal, property or similar tax, assessment or other governmental charge; (f) any tax, assessment or other governmental charge which is payable otherwise than by withholding any interest on, the Dollar Notes; or (hg) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of clauses (a) through (hf) above. References to principal or interest in respect Such Additional Amounts will also not be payable where, had the beneficial owner of the Securities shall be deemed Dollar Note been the Holder of the Dollar Note, he would not have been entitled to include any payment of Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply by reason of clauses (a) to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States(g) inclusive above.

Additional Amounts. In All payments under the event that any Guarantee shall be made by the Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities without withholding or deduction for at source for, or on account of of, any present or future taxes taxes, fees, duties, assessments or duties governmental charges of whatever nature imposed or levied by way or on behalf of Bermuda or any other jurisdiction in which the Guarantor is organized or resident for tax purposes (each, a "taxing jurisdiction") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations -83- or rulings (including a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If any withholding or deduction at source by or on behalf of any jurisdiction in which such is required, the Guarantor is incorporatedshall, organizedsubject to the limitations and exceptions set forth below, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders Holder of any such Security such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that every net payment under the net amounts received by the HoldersGuarantee made to such Holder, after such withholding or deduction, shall equal not be less than the respective amounts of principal and interest which would otherwise have been receivable amount provided for in the absence Guarantee and this Indenture to be then due and payable (the "Additional Amounts"); provided, that the Guarantor shall not be required to make payment of such withholding or deduction; except that no such Additional Amounts shall be payable for or on account of any taxes or duties whichof: (a1) are payable by any person acting as custodian bank tax, fee, duty, assessment or collecting agent on behalf governmental charge of whatever nature which would not have been imposed but for the fact that such Holder or the beneficial owner of such Security (other than a HolderTrust): (A) was a resident, domiciliary or national of, or engaged in business or maintained a permanent relevant taxing jurisdiction or any political subdivision thereof or therein or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security or the Guarantee; (B) presented the related Security for payment in the relevant taxing jurisdiction or any political subdivision thereof or therein, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security more than thirty (30) days after the date on which the payment in respect of such Security first became due and payable, except to the extent that the Holder or beneficial owner havingwould have been entitled to such Additional Amounts if it had presented such Security for payment on any day within such period of thirty (30) days; (2) any estate, inheritance, gift, sale, transfer, personal property or having hadsimilar tax, some personal fee, duty, assessment or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, other governmental charge; or (c3) are any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure of by the Holder or the beneficial owner of such Security (other than a Trust) to comply, within 90 days, with any reasonable request by the Guarantor addressed to the Holder or such beneficial owner (A) to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the Holder and or such beneficial owner or (B) to make any valid or timely declaration or other similar claim or satisfy any other information or reporting requirements relating to such mattersrequirement, whether which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice, practice of the relevant taxing jurisdiction or any political subdivision thereof or therein as a precondition to exemption from, from all or a reduction in the rate of withholding or deduction part of such taxestax, or (d) consist of any estatefee, inheritanceduty, gift, sales, excise, transfer, personal property assessment or similar taxes, or (e) are imposed on or other governmental charge; nor shall Additional Amounts be paid with respect to any payment by under the applicable Guarantor Guarantee to any Holder where the registered Holder if such Holder beneficial owner of the related Security is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary with respect to such fiduciary or partner of such partnership who would not have been imposed on entitled to such payment Additional Amounts had such registered Holder it been the sole beneficial owner Holder of the Security. Whenever in this SecurityIndenture there is mentioned, or (f) are deducted in any context, the payment of the principal of or withheld any premium, interest or any other amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (iif applicable) in any European Union directive 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 regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating pursuant to such taxation and to which the Relevant Taxing Jurisdiction this Indenture or the European Union Securities of the applicable series or the related Guarantee, at least 10 days prior to the first Interest Payment Date with respect to a 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 a partymade), or (iii) any provision and at least 10 days prior to each date of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided if there has been any change with respect to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as matters set forth in the Indenturebelow mentioned Guarantor's Officer's Certificate, the Guarantor shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, a Guarantor's Officer's 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 without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 15.3. If any such withholding shall be required, then such Guarantor's Officer's Certificate shall specify by jurisdiction in which the Holders are resident for tax purposes the amount, if any, required to be withheld on such payments to such Holders of Securities, and the Guarantor agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by this Section 15.3. The covenant regarding Additional Amounts shall not apply Guarantor covenants to indemnify the Trustee and any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United StatesPaying Agent for, and will apply to the Company hold them harmless against, any time it is incorporated loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in a jurisdiction outside connection with actions taken or omitted by any of the United Statesthem in reliance on any Guarantor's Officer's Certificate furnished pursuant to this Section 15.3.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) Jurisdiction unless such withholding or deduction is required by law. In the event such eventwithholding or deduction is required by law, such Guarantor will pay to the Holders of the Notes such additional amounts (the “"Additional Amounts”") as shall be necessary in order that the net amounts received by the such Holders, after such withholding or deduction, shall equal the respective amounts of principal principal, interest and interest premium, if any, which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal principal, interest or interest premium, if any, made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities Notes or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Note if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this SecurityNote, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security the Note was presented to a particular paying agent for payment if the Security Note could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal principal, interest or interest premium in respect of the Securities Notes in this Fifteenth Supplemental Indenture shall be deemed to include any Additional Amounts which may be payable as set forth in this Section 2.07. References to payment, deduction or withholding by any Guarantor shall be deemed to include payment, deduction or withholding on such Guarantor's behalf by its paying agent, including the IndentureTrustee or the Sub-Paying Agent. The covenant regarding Additional Amounts This Section 2.07 shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by the Company or any Guarantor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code ("FATCA Withholding"). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In (a) All payments required to be made by or on behalf of the event that Issuer under or with respect to the Notes or by any Guarantor becomes obligated under or with respect to make payments in respect of a Note Guarantee (the Securities, Issuer or such Guarantor and, in each case, any successor thereof, making such payment, the “Payor”), will make all payments in respect of the Securities be made free and clear of, and without withholding or deduction for or on account of of, any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, authority or otherwise tax resident or any political subdivision or any authority thereof or therein agency having power to tax within any jurisdiction in which any Payor is incorporated, organized or otherwise resident for tax purposes, or engaged in business for tax purposes, or any jurisdiction from or through which payment is made by or on behalf of such Payor (the each a “Relevant Taxing Jurisdiction”) ), unless such withholding or deduction Payor is required to withhold or deduct such taxes by law. In such eventlaw or regulation. (b) If a Payor is so required to withhold or deduct any amount for or on account of taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or a Note Guarantee, as applicable, such Guarantor Payor will be required to pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by the Holders, any Holder (including Additional Amounts) after such withholding or deduction, shall equal deduction will not be less than the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of amount the Holder or beneficial owner havingwould have received if such taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: (1) any taxes that would not have been (or would not be required to be) so imposed, withheld, deducted or levied but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, partner, member or shareholder of, or having hadpossessor of power over, some personal the relevant Holder or business connection with such Relevant Taxing Jurisdiction beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership, company or corporation) and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, orincluding, without limitation, such Holder or beneficial owner being or having been a citizen, domiciliary, national or resident thereof, or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein (other than any connection arising solely from the acquisition or holding of any Note, the receipt of any payments in respect of such Note or Note Guarantee or the exercise or enforcement of rights under a Note Guarantee); (c2) any estate, inheritance, gift, sales transfer, personal property or similar tax or assessment; (3) any taxes which are imposed payable other than by withholding or withheld deduction from payments made under or with respect to the Notes or any Note Guarantee; (4) any taxes that would not have been (or would not be required to be) imposed, withheld, deducted or levied if such Holder or the beneficial owner of any Note or interest therein (i) complied with all reasonable written requests by reason of the failure of Payor (made at a time that would enable the Holder or beneficial owner acting reasonably to comply with such request) to provide certification, information, documents timely and accurate information or other evidence documentation concerning the nationality, residence, residence or identity of the such Holder and or beneficial owner or to make (ii) made any valid or timely declaration or similar claim or satisfy any other certification, information or reporting requirements relating to such mattersrequirement, whether which in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice, practice of a Relevant Taxing Jurisdiction as a precondition to exemption from, or a reduction in the rate of withholding or deduction of, all or part of such taxes, or; (d5) consist any taxes imposed or withheld on or with respect to a payment which could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment (where presentation is required) within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented on any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, orday during the 30-day period); (e6) are any taxes imposed on or with respect to any payment by the applicable Guarantor made under or with respect to the registered such Note or Note Guarantee to any Holder if such Holder who is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment payment, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been imposed on such payment entitled to the Additional Amounts had such registered Holder beneficiary, settlor, member or beneficial owner been the sole beneficial owner of such Note; (7) any taxes payable under Sections 1471-1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the issue date of the Notes (or any amended or successor version), any regulations or official interpretations thereof, any intergovernmental agreement entered into in connection therewith, or any law or regulation adopted pursuant to an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code; (8) any United States withholding taxes; (9) any taxes, duties, assessments or other governmental charges imposed on a payment in respect of the Notes or Note Guarantee 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 December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying agent based system pursuant to which a person other than the Issuer is required to withhold tax on any interest payments; or (10) any taxes imposed or levied by reason of any combination of clauses (1) through (7) of this SecuritySection 2.14(b). (c) The Issuer and the Guarantors (as the case may be) will pay any present or future stamp, orissue, registration, excise, property, court or documentary taxes, or similar taxes, charges or levies (referred to in this Section 2.14(c) as “stamp taxes”) for which the Issuer, any guarantor or a holder of Notes is accountable and interest, penalties and other reasonable expenses related thereto that arise in or are levied by any Relevant Taxing Jurisdiction on the execution, issuance, delivery, enforcement or registration of, or in connection with the payment under, the Notes, this Indenture, the Note Guarantees or any other document or instrument in relation thereto (other than on a transfer or assignment of the Notes) except for stamp taxes due as a result of registration or other action by the Holder where such registration or action is not necessary to maintain, preserve, establish, enforce, perfect or protect the rights of the Holder. (d) The Payor will make or cause to be made any withholding or deduction required in respect of taxes, and remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction, in accordance with applicable law. Upon request from Holders, the Payor will use reasonable efforts to provide the Trustee, within a reasonable time after the date the payment of any such taxes so deducted or withheld is made, with official receipts or other documentation evidencing the payment of the taxes so deducted or withheld. (e) If any Payor will be obligated to pay Additional Amounts under or with respect to any payment made on the Notes, the Payor will deliver to the paying agent with a copy to the Trustee on a date that is at least 10 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 10th day prior to that payment date, in which case the Payor shall notify the paying agent and the Trustee promptly thereafter) a certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable and such other information reasonably necessary to enable the paying agent to pay Additional Amounts to Holders on the relevant payment date. The Payor shall also deliver a form of Additional Amounts notice that can be delivered to the registered Holders. (f) are deducted or withheld pursuant to Whenever in this Indenture there is mentioned, in any context: (i1) the payment of principal; (2) the payment of interest; or (3) any European Union directive other amount payable on or regulation concerning with respect to any of the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform withNotes, such directivereference will be deemed to include payment of Additional Amounts as described in this Section 2.14 to the extent that, regulationin such context, treaty Additional Amounts are, were or understanding, orwould be payable in respect thereof. (g) are payable by reason The obligations described in this Section 2.14 will survive any termination, defeasance or discharge of a change in law this Indenture or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, Note Guarantee and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company Payor is incorporated, organized or otherwise resident for tax purposes or any time it is incorporated in a jurisdiction outside of the United Statespolitical subdivision or taxing authority or agency thereof or therein.

Additional Amounts. In Unless otherwise specified in any Board Resolution of a Company or the relevant Guarantor establishing the terms of Securities of a series or the Guarantees relating thereto in accordance with Section 301, in the event that any a Guarantor becomes obligated under this Indenture to make payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such the Guarantor from payment of principal or interest made by it, ; or (b) are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, ; or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, ; or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, ; or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this such Security, ; or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, ; or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, ; or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, ; or (i) are payable for any combination of (a) through (h) above. References In addition, any amounts to be paid by a Company or any Guarantor on the Securities will be paid net of any FATCA Withholding. Neither any Guarantor nor either Company will be required to pay Additional Amounts on account of any FATCA Withholding. Such payment of Additional Amounts may be subject to such further exceptions as may be established in the terms of such Securities established as contemplated by Section 301. Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the Securities net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as set forth excluding Additional Amounts in those provisions hereof where such express mention is not made, provided, however, that the Indenture. The covenant regarding Additional Amounts provided for in this Section shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will ; provided further that the covenant regarding Additional Amounts provided for in this Section shall apply to the either Company at any time when it is incorporated in a jurisdiction outside of the United States. If the terms of the Securities of a series established as contemplated by Section 301 do not specify that Additional Amounts will not be payable by each Company or a Guarantor, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, each Company will furnish the Trustee and each Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and each Company or Guarantor, as the case may be, will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by this Section. Each of the Companies and Guarantors covenant to indemnify each of the Trustee and any Paying Agent for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith.

Additional Amounts. In All payments made by the event that any Guarantor becomes obligated to make payments in respect of Company on the Securities, such Guarantor Notes will make all payments in respect of the Securities be made without withholding or deduction for for, or on account of of, any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of The Netherlands or any jurisdiction in which such Guarantor the Company or any Surviving Entity is incorporated, organized, organized or is otherwise resident for tax resident purposes or any political subdivision thereof or any authority thereof or therein having power to tax therein or any jurisdiction from or through which payment is made (the “each a "Relevant Taxing Jurisdiction”) "), unless such the withholding or deduction of such Taxes is then required by law. In such eventIf any deduction or withholding for, such Guarantor or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be required on any payments made by the Company with respect to the Notes, including payments of principal, redemption price, interest or premium, the Company will pay to the Holders such additional amounts (the “"Additional Amounts”") as shall may be necessary in order that the net amounts received in respect of such payments by the HoldersHolders of the Notes or the Trustee, as the case may be, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable received in respect of such payments in the absence of such withholding or deduction; except that no such Additional Amounts shall will be payable on account of any taxes or duties whichwith respect to: (a) are payable any payments on a Note held by any person acting as custodian bank or collecting agent on behalf of a Holder, Holder or otherwise beneficial owner who is liable for such Taxes in any manner which does not constitute a deduction or withholding by respect of such Guarantor from payment of principal or interest made by it, or (b) are payable Note by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such the Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in being physically present in, the Relevant Taxing Jurisdiction, or) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (cb) any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any request by the Company to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the such Holder and or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other information or reporting requirements relating to such mattersrequirement, whether which is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, from all or a reduction part of such Taxes; (c) except in the rate case of withholding or deduction the winding up of such taxesthe Company, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction; or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or Note presented for payment (ewhere presentation is required) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided first made available for and written notice thereof is provided payment to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United StatesHolder.

Additional Amounts. In All payments made by a Co-Issuer or a Guarantor under or with respect to the event that any Guarantor becomes obligated to make payments in respect Notes or the Guarantees will be made free and clear of the Securities, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of any Taxing Authority in any jurisdiction in which such a Co-Issuer or Guarantor is incorporated, organized, incorporated or otherwise tax organized or is (or is deemed to be) resident or any political subdivision doing business for tax purposes or any authority thereof jurisdiction from or therein having power to tax through which payment is made (the each a “Relevant Taxing Jurisdiction”) ), unless any such withholding or deduction is required by law. In If any withholding or deduction for or on account of any Taxes imposed by a Relevant Taxing Jurisdiction is required from any payment made under or with respect to the Notes or the Guarantees, (a) the applicable withholding agent will make such eventwithholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with and in the time required under applicable law, such and (b) the applicable Co-Issuer or Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by each Holder or beneficial owner of the Holders, Notes after such withholding or deduction, shall deduction (including any withholding or deduction attributable to Additional Amounts) will equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of amount the Holder or beneficial owner havingwould have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to any estate, inheritance, gift, sales, capital gains, or having hadpersonal property Tax or any similar Tax, some personal or business any Tax that would not have been imposed, payable or due: (1) but for the existence of any present or former connection with between the Holder (or the beneficial owner of, such Notes) and the Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in the Relevant Taxing Jurisdiction) other than the mere acquisition, orownership, holding or disposition of the Notes or enforcement of rights thereunder or the receipt of payments in respect thereof; (c2) are imposed or withheld by reason of but for the failure of by the Holder or beneficial owner to provide satisfy any certification, information, documents identification or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice; provided, however, that the Issuer and/or Co-Issuer has delivered a request to the Holder or beneficial owner to comply with such requirements at least 30 days prior to the date by which such compliance is required and such Holder or beneficial owner can legally comply with such requirements; (3) if the presentation of Notes (where presentation is required) for payment had occurred within 30 days after the date such payment was due and payable or was duly provided for, whichever is later, but only to the extent such Additional Amounts would not have been required had the note been presented on the last day of the applicable 30 day period; (4) but for the fact that the Holder does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with the Issuer, the Co-Issuer or a Guarantor; (5) but for the requirements of Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as a precondition of the Issue Date (or any amended or successor version that is substantively comparable and not materially more onerous to exemption fromcomply with), any regulations or official interpretations thereof, or a reduction in any intergovernmental agreements implementing the rate of withholding or deduction of such taxes, foregoing; or (d6) consist but for any combination of the items listed above. Each of the Co-Issuers and the Guarantors will indemnify and hold harmless each Holder and beneficial owner from and against (x) any Taxes (other than Taxes excluded by clauses (1) through (6) above) levied or imposed on a Holder or beneficial owner as a result of payments made under or with respect to the Notes or any Guarantee (including any such Tax imposed under Part XIII of the Income Tax Act (Canada) and arising on an assignment (other than an assignment that is not effected in accordance with the provisions of this Indenture) of a note to a person resident of or deemed resident of Canada (other than a person with whom the Holder does not deal at arm’s length for purposes of the Income Tax Act (Canada)) that is withheld from or levied or imposed on a Holder or beneficial owner), and (y) any Taxes (other than Taxes excluded by clauses (1) through (6) above) so levied or imposed with respect to any indemnification payments under the foregoing clause (x) or this clause (y) such that the net amount received by such Holder or beneficial owner after such indemnification payments will not be less than the net amount the Holder or beneficial owner would have received if the Taxes described in clauses (x) and (y) above had not been imposed. In any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any estateother amount payable under or with respect to any of the Notes or Guarantees, inheritanceshall be deemed to include mention of the payment of Additional Amounts to the extent that, giftin such context, salesAdditional Amounts are, were or would be payable in respect thereof. Upon request, the Issuer will provide the Trustee with documentation evidencing the payment of the Taxes giving rise to the Additional Amounts. The Co-Issuers will pay any present or future stamp, registration, court or documentary taxes, or any other excise, transfer, personal property or similar taxes, or charges or levies (eincluding any interest and penalties related thereto) are imposed on that arise in any Relevant Taxing Jurisdiction from the execution, issuance, delivery, or registration, or in any jurisdiction from the enforcement of, the Notes or Guarantees or any other document or instrument referred to therein, or the receipt of any payments with respect to the Notes or Guarantees (“Documentary Taxes”). The obligation to pay Additional Amounts and Documentary Taxes under the terms and conditions described above will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor to any Co-Issuer or Guarantor and to any jurisdiction in which any such successor is incorporated or organized or is (or is deemed to be) resident or doing business for tax purposes, or from or through which such successor makes any payment under or with respect to the Notes or the Guarantees. At least 30 days prior to each date on which any payment under, or with respect to, the Notes is due and payable or such later date as agreed by the applicable Guarantor Trustee (unless such obligation to pay Additional Amounts arises after the 30th day prior to the registered Holder date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), if the Co-Issuers will be obligated to pay Additional Amounts with respect to such Holder payment, the Issuer will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is a fiduciary or partnership or any person other than necessary to enable the sole beneficial owner Trustee to pay such Additional Amounts to the Holders of such Notes on the payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) abovedate. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.ARTICLE ELEVEN REDEMPTION OF NOTES

Additional Amounts. In All payments made by a Co-Issuer or a Guarantor under or with respect to the event that any Guarantor becomes obligated to make payments in respect Notes or the Guarantees will be made free and clear of the Securities, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of any Taxing Authority in any jurisdiction in which such a Co-Issuer or Guarantor is incorporated, organized, incorporated or otherwise tax organized or is (or is deemed to be) resident or any political subdivision doing business for tax purposes or any authority thereof jurisdiction from or therein having power to tax through which payment is made (the each a “Relevant Taxing Jurisdiction”) ), unless any such withholding or deduction is required by law. In If any withholding or deduction for or on account of any Taxes imposed by a Relevant Taxing Jurisdiction is required from any payment made under or with respect to the Notes or the Guarantees, (a) the applicable withholding agent will make such eventwithholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with and in the time required under applicable law, such and (b) the applicable Co-Issuer or Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by each Holder or beneficial owner of the Holders, Notes after such withholding or deduction, shall deduction (including any withholding or deduction attributable to Additional Amounts) will equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of amount the Holder or beneficial owner havingwould have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to any estate, inheritance, gift, sales, capital gains, or having hadpersonal property Tax or any similar Tax, some personal or business any Tax that would not have been imposed, payable or due: (1) but for the existence of any present or former connection with between the Holder (or the beneficial owner of, such Notes) and the Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in the Relevant Taxing Jurisdiction) other than the mere acquisition, orownership, holding or disposition of the Notes or enforcement of rights thereunder or the receipt of payments in respect thereof; (c2) are imposed or withheld by reason of but for the failure of by the Holder or beneficial owner to provide satisfy any certification, information, documents identification or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice; provided, however, that the Issuer and/or Co-Issuer has delivered a request to the Holder or beneficial owner to comply with such requirements at least 30 days prior to the date by which such compliance is required and such Holder or beneficial owner can legally comply with such requirements; (3) if the presentation of Notes (where presentation is required) for payment had occurred within 30 days after the date such payment was due and payable or was duly provided for, whichever is later, but only to the extent such Additional Amounts would not have been required had the note been presented on the last day of the applicable 30 day period; (4) but for the fact that (i) the Holder or beneficial owner does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with the Issuer, the Co-Issuer or a Guarantor or (ii) a payment was made in respect of a debt or other obligation to pay an amount to a Person with whom the Issuer, the Co-Issuer or a Guarantor does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)); (5) but for the fact that the Holder or beneficial owner is a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Issuer or a Guarantor, or the Holder or beneficial owner does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act (Canada)) of the Issuer or a Guarantor; (6) but for the requirements of Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as a precondition of the Issue Date (or any amended or successor version that is substantively comparable and not materially more onerous to exemption fromcomply with), any regulations or official interpretations thereof, or a reduction in any intergovernmental agreements implementing the rate of withholding or deduction of such taxes, foregoing; or (d7) consist but for any combination of the items listed above. Each of the Co-Issuers and the Guarantors will indemnify and hold harmless each Holder and beneficial owner from and against (x) any Taxes (other than Taxes excluded by clauses (1) through (7) above) levied or imposed on a Holder or beneficial owner as a result of payments made under or with respect to the Notes or any Guarantee (including any such Tax imposed under Part XIII of the Income Tax Act (Canada) and arising on an assignment (other than an assignment that is not effected in accordance with the provisions of this Indenture) of a note to a person resident of or deemed resident of Canada (other than a person with whom the Holder does not deal at arm’s length for purposes of the Income Tax Act (Canada)) that is withheld from or levied or imposed on a Holder or beneficial owner), and (y) any Taxes (other than Taxes excluded by clauses (1) through (7) above) so levied or imposed with respect to any indemnification payments under the foregoing clause (x) or this clause (y) such that the net amount received by such Holder or beneficial owner after such indemnification payments will not be less than the net amount the Holder or beneficial owner would have received if the Taxes described in clauses (x) and (y) above had not been imposed. In any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any estateother amount payable under or with respect to any of the Notes or Guarantees, inheritanceshall be deemed to include mention of the payment of Additional Amounts to the extent that, giftin such context, salesAdditional Amounts are, were or would be payable in respect thereof. Upon request, the Issuer will provide the Trustee with documentation evidencing the payment of the Taxes giving rise to the Additional Amounts. The Co-Issuers will pay any present or future stamp, registration, court or documentary taxes, or any other excise, transfer, personal property or similar taxes, or charges or levies (eincluding any interest and penalties related thereto) are imposed on that arise in any Relevant Taxing Jurisdiction from the execution, issuance, delivery, or registration, or in any jurisdiction from the enforcement of, the Notes or Guarantees or any other document or instrument referred to therein, or the receipt of any payments with respect to the Notes or Guarantees (“Documentary Taxes”). The obligation to pay Additional Amounts and Documentary Taxes under the terms and conditions described above will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor to any Co-Issuer or Guarantor and to any jurisdiction in which any such successor is incorporated or organized or is (or is deemed to be) resident or doing business for tax purposes, or from or through which such successor makes any payment under or with respect to the Notes or the Guarantees. At least 30 days prior to each date on which any payment under, or with respect to, the Notes is due and payable or such later date as agreed by the applicable Guarantor Trustee (unless such obligation to pay Additional Amounts arises after the 30th day prior to the registered Holder date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), if the Co-Issuers will be obligated to pay Additional Amounts with respect to such Holder payment, the Issuer will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is a fiduciary or partnership or any person other than necessary to enable the sole beneficial owner Trustee to pay such Additional Amounts to the Holders of such Notes on the payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesdate.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities of this series or the Guarantees thereof are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Security if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) Jurisdiction unless such withholding or deduction is required by law. In the event such eventwithholding or deduction is required by law, such Guarantor will pay to the Holders of the Notes such additional amounts (the “"Additional Amounts”") as shall be necessary in order that the net amounts received by the such Holders, after such withholding or deduction, shall equal the respective amounts of principal principal, interest and interest premium, if any, which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal principal, interest or interest premium, if any, made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities Notes or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Note if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this SecurityNote, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security the Note was presented to a particular paying agent for payment if the Security Note could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal principal, interest or interest premium in respect of the Securities Notes in this Thirteenth Supplemental Indenture shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenturethis Section 2.07. The covenant regarding Additional Amounts shall not apply References to payment, deduction or withholding by any Guarantor at any time when shall be deemed to include payment, deduction or withholding on such Guarantor is incorporated in a jurisdiction in Guarantor's behalf by its paying agent, including the United States, and will apply to Trustee or the Company any time it is incorporated in a jurisdiction outside of the United StatesSub-Paying Agent.

Additional Amounts. In All payments made by the event that any Guarantor becomes obligated to make payments in respect of Company on the Securities, such Guarantor Dollar Notes will make all payments in respect of the Securities be made without withholding or deduction for for, or on account of of, any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of The Netherlands or any jurisdiction in which such Guarantor the Company or any Surviving Entity is incorporated, organized, organized or is otherwise resident for tax resident purposes or any political subdivision thereof or any authority thereof or therein having power to tax therein or any jurisdiction from or through which payment is made (the “each a "Relevant Taxing Jurisdiction”) "), unless such the withholding or deduction of such Taxes is then required by law. In such eventIf any deduction or withholding for, such Guarantor or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be required on any payments made by the Company with respect to the Dollar Notes, including payments of principal, redemption price, interest or premium, the Company will pay to the Holders such additional amounts (the “"Additional Amounts”") as shall may be necessary in order that the net amounts received in respect of such payments by the HoldersHolders of the Dollar Notes or the Trustee, as the case may be, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable received in respect of such payments in the absence of such withholding or deduction; except that no such Additional Amounts shall will be payable on account of any taxes or duties whichwith respect to: (a) are payable any payments on a Dollar Note held by any person acting as custodian bank or collecting agent on behalf of a Holder, Holder or otherwise beneficial owner who is liable for such Taxes in any manner which does not constitute a deduction or withholding by respect of such Guarantor from payment of principal or interest made by it, or (b) are payable Dollar Note by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such the 108 Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in being physically present in, the Relevant Taxing Jurisdiction, or) other than by the mere holding of such Dollar Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (cb) any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Dollar Note to comply with any request by the Company to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the such Holder and or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other information or reporting requirements relating to such mattersrequirement, whether which is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, from all or a reduction part of such Taxes; (c) except in the rate case of withholding or deduction the winding up of such taxesthe Company, orany Dollar Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction; (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or Dollar Note presented for payment (ewhere presentation is required) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided first made available for and written notice thereof is provided payment to the HoldersHolder, whichever occurs laterexcept to the extent that the Holder would have been entitled to such Additional Amounts on presenting such note for payment on the thirtieth day after the relevant payment is first made available. (e) any estate, inheritance, gift, sale, transfer, personal, property or similar tax, assessment or other governmental charge; (f) any tax, assessment or other governmental charge which is payable otherwise than by withholding any interest on, the Dollar Notes; or (hg) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of clauses (a) through and (hf) above. References to principal or interest in respect Such Additional Amounts will also not be payable where, had the beneficial owner of the Securities shall be deemed Dollar Note been the Holder of the Dollar Note, he would not have been entitled to include any payment of Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply by reason of clauses (a) to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States(g) inclusive above.

Additional Amounts. In All payments made by a Co-Issuer or a Guarantor under or with respect to the event that any Guarantor becomes obligated to make payments in respect Notes or the Guarantees will be made free and clear of the Securities, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of any Taxing Authority in any jurisdiction in which such a Co-Issuer or Guarantor is incorporated, organized, incorporated or otherwise tax organized or is (or is deemed to be) resident or any political subdivision doing business for tax purposes or any authority thereof jurisdiction from or therein having power to tax through which payment is made (the each a “Relevant Taxing Jurisdiction”) ), unless any such withholding or deduction is required by law. In If any withholding or deduction for or on account of any Taxes imposed by a Relevant Taxing Jurisdiction is required from any payment made under or with respect to the Notes or the Guarantees, (a) the applicable withholding agent will make such eventwithholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with and in the time required under applicable law, such and (b) the applicable Co-Issuer or Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the net amounts amount received by each Holder or beneficial owner of the Holders, Notes after such withholding or deduction, shall deduction (including any withholding or deduction attributable to Additional Amounts) will equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of amount the Holder or beneficial owner havingwould have received if such Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to any estate, inheritance, gift, sales, capital gains, or having hadpersonal property Tax or any similar Tax, some personal or business any Tax that would not have been imposed, payable or due: (1) but for the existence of any present or former connection with between the Holder (or the beneficial owner of, such Notes) and the Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in the Relevant Taxing Jurisdiction) other than the mere acquisition, orownership, holding or disposition of the Notes or enforcement of rights thereunder or the receipt of payments in respect thereof; (c2) are imposed or withheld by reason of but for the failure of by the Holder or beneficial owner to provide satisfy any certification, information, documents identification or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice; provided, however, that the Issuer and/or Co-Issuer has delivered a request to the Holder or beneficial owner to comply with such requirements at least 30 days prior to the date by which such compliance is required and such Holder or beneficial owner can legally comply with such requirements; (3) if the presentation of Notes (where presentation is required) for payment had occurred within 30 days after the date such payment was due and payable or was duly provided for, whichever is later, but only to the extent such Additional Amounts would not have been required had the note been presented on the last day of the applicable 30 day period; (4) but for the fact that the Holder does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)) with the Issuer, the Co-Issuer or a Guarantor; (5) but for the requirements of Sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as a precondition of the Issue Date (or any amended or successor version that is substantively comparable and not materially more onerous to exemption fromcomply with), any regulations or official interpretations thereof, or a reduction in any intergovernmental agreements implementing the rate of withholding or deduction of such taxes, foregoing; or (d6) consist but for any combination of the items listed above. Each of the Co-Issuers and the Guarantors will indemnify and hold harmless each Holder and beneficial owner from and against (x) any Taxes (other than Taxes excluded by clauses (1) through (6) above) levied or imposed on a Holder or beneficial owner as a result of payments made under or with respect to the Notes or any Guarantee (including any such Tax imposed under Part XIII of the Income Tax Act (Canada) and arising on an assignment (other than an assignment that is not effected in accordance with the provisions of this Indenture) of a note to a person resident of or deemed resident of Canada (other than a person with whom the Holder does not deal at arm’s length for purposes of the Income Tax Act (Canada)) that is withheld from or levied or imposed on a Holder or beneficial owner), and (y) any Taxes (other than Taxes excluded by clauses (1) through (6) above) so levied or imposed with respect to any indemnification payments under the foregoing clause (x) or this clause (y) such that the net amount received by such Holder or beneficial owner after such indemnification payments will not be less than the net amount the Holder or beneficial owner would have received if the Taxes described in clauses (x) and (y) above had not been imposed. In any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any estateother amount payable under or with respect to any of the Notes or Guarantees, inheritanceshall be deemed to include mention of the payment of Additional Amounts to the extent that, giftin such context, salesAdditional Amounts are, were or would be payable in respect thereof. Upon request, the Issuer will provide the Trustee with documentation evidencing the payment of the Taxes giving rise to the Additional Amounts. The Co-Issuers will pay any present or future stamp, registration, court or documentary taxes, or any other excise, transfer, personal property or similar taxes, or charges or levies (eincluding any interest and penalties related thereto) are imposed on that arise in any Relevant Taxing Jurisdiction from the execution, issuance, delivery, or registration, or in any jurisdiction from the enforcement of, the Notes or Guarantees or any other document or instrument referred to therein, or the receipt of any payments with respect to the Notes or Guarantees (“Documentary Taxes”). The obligation to pay Additional Amounts and Documentary Taxes under the terms and conditions described above will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any successor to any Co-Issuer or Guarantor and to any jurisdiction in which any such successor is incorporated or organized or is (or is deemed to be) resident or doing business for tax purposes, or from or through which such successor makes any payment under or with respect to the Notes or the Guarantees. At least 30 days prior to each date on which any payment under, or with respect to, the Notes is due and payable or such later date as agreed by the applicable Guarantor Trustee (unless such obligation to pay Additional Amounts arises after the 30th day prior to the registered Holder date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), if the Co-Issuers will be obligated to pay Additional Amounts with respect to such Holder payment, the Issuer will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is a fiduciary or partnership or any person other than necessary to enable the sole beneficial owner Trustee to pay such Additional Amounts to the Holders of such Notes on the payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesdate.

Additional Amounts. In All amounts of principal and interest, if any, on the event that any Guarantor becomes obligated to make payments in respect of Contingent Capital Notes will be paid by the SecuritiesCompany without deduction or withholding for, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or future taxes withholdings now or duties of whatever nature imposed hereafter imposed, levied, collected, withheld or levied by way of withholding or deduction at source assessed by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “Relevant Taxing Jurisdiction”) ), unless such deduction or withholding or deduction is required by law. In If deduction or withholding of any such eventtaxes, such Guarantor levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction, the Company will pay to the Holders such additional amounts in respect of the payment of any interest on (but not, for the avoidance of doubt, in respect of the payment of the principal amount of) the Contingent Capital Notes (“Additional Amounts”) as shall may be necessary in order that the net amounts received by in respect of any interest paid to the HoldersHolders of the Contingent Capital Notes, after such withholding deduction or deductionwithholding, shall equal the respective amounts amount of principal and any interest which would otherwise have been receivable payable in the absence respect of such withholding or deduction; except that Contingent Capital Notes had no such Additional Amounts shall be deduction or withholding been required; provided, however, that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable on account of any taxes or duties whichdue but for the fact that: (ai) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or the beneficial owner havingof the Contingent Capital Note is a domiciliary, national or resident of, or having hadengaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise has some personal or business connection with such Relevant the Taxing Jurisdiction and not merely by reason other than the mere holding or ownership of a Contingent Capital Note, or the collection of any payment of (or in respect of) any interest on the Contingent Capital Notes (ii) except in the case of a winding up of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured Company in the Relevant Taxing JurisdictionUnited Kingdom, orthe Contingent Capital Note is presented (where presentation is required) for payment in the United Kingdom, (ciii) are imposed the Contingent Capital Note is presented (where presentation is required) for payment more than 30 days after the date payment became due or withheld by reason was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting (where presentation is required) the Contingent Capital Note for payment at the close of the failure of such 30 day period, (iv) the Holder or the beneficial owner of the Contingent Capital Note or the beneficial owner of any payment of (or in respect of) any interest on such Contingent Capital Note failed to comply with a request of the Company or its liquidator or other authorized Person addressed to the Holder (x) to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the Holder and or such beneficial owner or (y) to make any valid or timely declaration or other similar claim claim, which in the case of (x) or satisfy any other reporting requirements relating to such matters(y), whether is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Taxing Jurisdiction as a precondition to exemption from, or a reduction in relief from all or part of such deduction or withholding, (v) the rate of withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any Directive amending, supplementing or replacing such taxesDirective, or any law implementing or complying with, or introduced in order to conform to, such Directive or Directives, (vi) the withholding or deduction is required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code, any agreement with the U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law, regulation, or other official interpretation or guidance promulgated pursuant to such an intergovernmental agreement, (vii) the Contingent Capital Note is presented (where presentation is required) for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting (where presentation is required) the Contingent Capital Note to another paying agent in a Member State of the European Union, or (dviii) consist any combination of any estatesubclauses (i) through (vii) above, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or nor shall Additional Amounts be paid with respect to a payment of any payment by interest on the applicable Guarantor Contingent Capital Notes to the registered any Holder if such Holder who is a fiduciary or partnership or any person Person other than the sole beneficial owner of such payment to the extent that taxes such payment would be required by the laws of the Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts, had such registered Holder it been the sole beneficial owner Holder. Whenever in this First Supplemental Indenture there is mentioned, in any context, the payment of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest incomeon, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities of, any Contingent Capital Notes such mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as set forth in if express mention of the Indenture. The covenant regarding payment of Additional Amounts shall (if applicable) were made in any provisions hereof where such express mention is not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesmade.

Additional Amounts. In All payments by the event that any Guarantor becomes obligated to make payments Company in respect of the Securities, such Guarantor will make all payments Notes or the Guarantors in respect of the Securities Note Guarantees will be made free and clear of, and without withholding or deduction for for, or on account of any present or future taxes taxes, duties, assessments, or duties other governmental charges of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of the Cayman Islands or Brazil, or any authority therein or thereof or any other jurisdiction in which such Guarantor is incorporated, the Company or the Guarantors are organized, doing business or otherwise tax resident or any political subdivision or any authority thereof or therein having subject to the power to tax (any of the aforementioned being a “Relevant Taxing Jurisdiction”) ), unless the Company or the Guarantors are compelled by law to deduct or withhold such withholding taxes, duties, assessments, or deduction is required by lawgovernmental charges. In such event, the Company or the Guarantors, as applicable, will make such Guarantor will pay deduction or withholding, make payment of the amount so withheld to the Holders appropriate governmental authority and pay such additional amounts (the “Additional Amounts”) as shall may be necessary in order to ensure that the net amounts received receivable by the Holders, Holders of Notes after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes in the absence of such withholding or deduction; except that deduction ( “Additional Amounts”). Notwithstanding the foregoing, no such Additional Amounts shall be payable on account of any taxes or duties whichpayable: (ai) are payable by any person acting as custodian bank to, or collecting agent to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable Note by reason of the existence of any present or former connection between such Holder (or beneficial owner between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the relevant Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, some personal a permanent establishment therein, other than the mere holding of the Note or business connection enforcement of rights under the Indenture and the receipt of payments with respect to the Note; (ii) in respect of Notes surrendered or presented for payment (if surrender or presentment is required) more than 30 days after the Relevant Date except to the extent that payments under such Relevant Taxing Jurisdiction Note would have been subject to withholdings and not merely the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days; (iii) where such Additional Amount is imposed and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (iv) to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed such Holder’s failure to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide comply with any certification, informationidentification, documents documentation or other evidence reporting requirement concerning the nationality, residence, identity or identity connection with the relevant Taxing Jurisdiction of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattersHolder, whether if (1) compliance is required or imposed by statute, treaty, regulation or administrative practice, law as a precondition to to, exemption from, or a reduction in the rate of withholding of, the tax, assessment or deduction of other governmental charge and (2) the Company has given the Holders at least 30 days notice that Holders will be required to provide such taxescertification, oridentification, documentation or other requirement; (dv) consist in respect of any estate, inheritance, gift, sales, excise, transfer, capital gains, excise or personal property or similar taxestax, assessment or governmental charge; (vi) in respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Note; (vii) in respect of any tax imposed on overall net income or any branch profits tax; or (eviii) are imposed on or in respect of any combination of the above. No Additional Amounts shall be paid with respect to any payment by the applicable Guarantor on a Note to the registered a Holder if such Holder who is a fiduciary fiduciary, a partnership, a limited liability company or partnership or any person other than the sole beneficial owner of such that payment to the extent that taxes payment would be required by the relevant Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, an interestholder in a limited liability company or a beneficial owner who would not have been imposed on such payment entitled to the Additional Amounts had such registered Holder that beneficiary, settlor, member or beneficial owner been the sole beneficial owner of this SecurityHolder. The Notes are subject in all cases to any tax, or (f) are deducted fiscal or withheld pursuant to (i) any European Union directive other law or regulation concerning or administrative or judicial interpretation. Except as specifically provided above, neither the taxation Company nor the Guarantors shall be required to make a payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein. In the event that Additional Amounts actually paid with respect to the Notes are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest income, to any such claim for a refund or (ii) any international treaty or understanding relating credit of such excess to such taxation and to which the Relevant Taxing Jurisdiction Company. Any reference in the Indenture or the European Union is a partyNotes to principal, interest or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are other amount payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall Notes by the Company or the Note Guaranty by the Guarantors will be deemed also to include refer to any Additional Amounts which Amount, unless the context requires otherwise, that may be payable as set forth with respect to that amount under the obligations referred to in this Paragraph 6. The foregoing obligation will survive termination or discharge of the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States.

Additional Amounts. In Unless otherwise specified in any Board Resolution of the Company or the relevant Guarantor establishing the terms of Securities of a series or the Guarantees relating thereto in accordance with Section 301, in the event that any a Guarantor becomes obligated under this Indenture to make payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by such the Guarantor from payment of principal or interest made by it, ; or (b) are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, ; or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, ; or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this such Security, ; or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, ; or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, ; or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, ; or (i) are payable for any combination of (a) through (h) above. References Such payment of Additional Amounts may be subject to such further exceptions as may be established in the terms of such Securities established as contemplated by Section 301. Subject to the foregoing provisions, whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series or the Securities net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as set forth excluding Additional Amounts in those provisions hereof where such express mention is not made, provided, however, that the Indenture. The covenant regarding Additional Amounts provided for in this Section shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will ; provided further that the covenant regarding Additional Amounts provided for in this Section shall apply to the Company at any time when it is incorporated in a jurisdiction outside of the United States. If the terms of the Securities of a series established as contemplated by Section 301 do not specify that Additional Amounts will not be payable by the Company or a Guarantor, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company or Guarantor, as the case may be, will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by this Section. Each of the Company and Guarantors covenant to indemnify each of the Trustee and any Paying Agent for, and to hold each of them harmless against, any loss, liability or expense arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesAll Guarantee Payments shall be made free and clear of, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of of, any present or future taxes taxes, duties, assessments or duties governmental charges of whatever nature imposed levied, collected, withheld or levied assessed by way of withholding or deduction at source by or on behalf of any a jurisdiction in which such the Guarantor is incorporated, organized, incorporated or otherwise tax resident organized or managed or controlled or has a place of business or any political subdivision or any taxing authority thereof or therein having power to tax (the “Relevant each, a "Taxing Jurisdiction”) "), unless such withholding or deduction is required by law. In the event of any such eventwithholding or deduction ("Gross-Up Taxes"), such the Guarantor will shall pay to each Holder of the Holders Preferred Trust Securities such additional amounts (the “"Additional Amounts”") as shall be necessary in order so that the net amounts amount received by the Holders, such Holder after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which net amount that would otherwise have been receivable due to such Holder in the absence of such withholding or deduction; , except that no such Additional Amounts shall be payable on account of any taxes or duties whichpayable: (aA) are payable by any person acting as custodian bank to, or collecting agent to a Person on behalf of of, a HolderHolder who is liable for Gross-Up Taxes with respect to the Preferred Trust Securities Guarantee, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the such Holder having some connection with a Taxing Jurisdiction (including being a citizen or beneficial owner havingresident or national of, or having had, some personal carrying on a business or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources maintaining a permanent establishment in, or are secured being physically present in, such Taxing Jurisdiction) other than through the mere receipt of Guarantee Payments unless, in the Relevant Taxing Jurisdictioncase of the United Kingdom, orthat connection arises solely as a result of the Control Party being a resident of the United Kingdom; (cB) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residenceto, or identity of the to a Person on behalf of, a Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as who presents a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, or Preferred Trust Security (dwhenever presentation is required) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any for payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant date on which payment first becomes due except to the extent that such Holder would have been entitled to such Additional Amounts on presenting such Preferred Trust Security for payment on the last day of principal or interest becomes duesuch period of 30 days; (C) to, or to a Person on behalf of, a Holder who presents a Preferred Trust Security (when presentation is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, required) other than in The City of New York; or (hD) are payable because any Security was presented to, or to a particular paying agent Person on behalf of, a Holder who would not be liable or subject to Gross-Up Taxes by making a declaration of non-residence or similar claim for payment if exemption to the relevant tax authority. Such Additional Amounts will also not be payable where, had the beneficial owner of the Preferred Trust Security could (or any interest therein) been the Holder of the Preferred Trust Security , it would not have been presented entitled to another paying agent without payment of Additional Amounts by reason of any such withholding one or deduction, or more of clauses (i) are payable for any combination of (aA) through (hD) above. References to principal or interest in respect If the Guarantor shall determine that Additional Amounts will not be payable because of the Securities shall be deemed to include any Additional Amounts which may be payable as set immediately preceding sentence, the Guarantor will inform such Holder promptly after making such determination setting forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesreason(s) thereof.

Additional Amounts. In the event that any Guarantor becomes obligated to make All payments in respect of the Securities, such Guarantor will make Obligations and all payments in respect of made pursuant to Article VIII shall be made by the Securities Guarantor without withholding or deduction for at source for, or on account of of, any present or future taxes taxes, fees, duties, assessments or duties governmental charges of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the Government of Canada or any political subdivision province or any authority territory thereof or by any local, provincial or federal authority or agency therein or thereof having power to tax (the collectively, such taxes, fees, duties, assessments or governmental charges are herein referred to as “Relevant Taxing JurisdictionTaxes”) ), unless such Taxes are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of Canada or any province, territory, 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 Canada or any province, territory or political subdivision thereof). If a withholding or deduction for Taxes is required by law. In such eventwith respect to any payment of any Obligation made to a Holder of a Note, such the Guarantor will shall, subject to certain limitations and exceptions set forth below, pay to the Holders Holder of any such Note such additional amounts (the “Additional Amounts”) as shall may be necessary in order so that the every net amounts received by the Holderspayment of any Obligation made to such Holder, after such withholding or deduction, shall equal not be less than the respective amounts amount provided for in such Note and this Indenture to be then due and payable if such Taxes had not been withheld or deducted; provided, however, that the Guarantor shall not be required to make payment of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable for or on account of any taxes or duties whicha Holder: (a1) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by is subject to such Guarantor from payment of principal or interest made by it, or (b) are payable Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason mere holding of the fact that Notes or the receipt of payments in respect thereunder; (2) which failed to comply with a timely request of the Securities Issuer or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner Guarantor to provide certification, information, documents or other evidence information concerning the such Holder’s nationality, residence, entitlement to treaty benefits, identity or identity of connection with Canada or any political subdivision or authority thereof, if and to the Holder extent that due and beneficial owner timely compliance with such request would have reduced or eliminated any Taxes as to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating which Additional Amounts would have otherwise been payable to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, Holder but for this clause; or (d3) consist as to which any combination of the above clauses (1) and (2) is applicable. nor shall any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or Additional Amounts be paid with respect to any payment by the applicable Guarantor of Obligations to the registered any Holder if such Holder is who is, for Canadian income tax purposes, a fiduciary or partnership or any person other than the sole beneficial owner of such payment Note to the extent that taxes such payment would be required by the laws of Canada (or any province, territory or 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 a partner of such partnership, or a beneficial owner who would not have been imposed on entitled to such payment Additional Amounts had such registered Holder it been the sole beneficial owner Holder of the Note. Whenever in this SecurityIndenture there is mentioned, or in any context, the payment of the principal of or any premium, interest (fincluding Special Interest) are deducted or withheld any other amounts (including Additional Amounts) on, or in respect of, any Note or the net proceeds received on the sale or exchange of any Note, such mention shall be deemed to include mention of the payment of any Additional Amounts pursuant hereto to the extent that, in such context, any Additional Amount is, was or would be payable in respect thereof pursuant to such terms, and express mention of the payment of any Additional Amount (iif applicable) in any European Union directive provision hereof shall not be construed as excluding the payment of any Additional Amount in those provisions hereof where such express mention is not made. Except as otherwise provided in or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating pursuant to such taxation and to which the Relevant Taxing Jurisdiction this Indenture or the European Union is a partyNotes, or (iii) any provision at least 10 days prior to the first Interest Payment Date, and at least 10 days prior to each date of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided if there has been any change with respect to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities shall be deemed to include any Additional Amounts which may be payable as matters set forth in the Indenturebelow-mentioned Guarantor Officers’ Certificate, the Guarantor shall furnish to the Trustee and the Paying Agent, if other than the Trustee, a Guarantor Officers’ Certificate instructing the Trustee and the Paying Agent whether such payment of principal of and premium, if any, interest or any other amounts on the Notes shall be made to Holders of the Notes without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 10.02. If any such withholding shall be required, then such Guarantor Officer’s Certificate shall specify the amount, if any, required to be withheld on such payments to such Holders of the Notes, and the Guarantor agrees to pay to the Trustee or the Paying Agent the Additional Amount required by this Section 10.02. The covenant regarding Additional Amounts shall not apply Guarantor covenants to indemnify the Trustee and the 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 Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply Officers’ Certificate furnished pursuant to the Company any time it is incorporated in a jurisdiction outside of the United Statesthis Section 10.02.

Additional Amounts. In All payments made by the event that any Guarantor becomes obligated Company under or with respect to make payments in respect of the Securities, such Guarantor will make all payments in respect of the Securities shall be made free and clear of and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter "Taxes") imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident the government of the Cayman Islands or any political subdivision or any authority or agency therein or thereof or therein having power to tax, or within any other jurisdiction in which the Company is organized or is otherwise resident for tax purposes or any jurisdiction from or through which payment is made (the “each a "Relevant Taxing Jurisdiction”) "), unless such withholding or deduction the Company is required to withhold or deduct Taxes by lawlaw or by the interpretation or administration thereof. In such event, such Guarantor will pay If any deduction or withholding for or on account of Taxes imposed by a Relevant Taxing Jurisdiction shall at any time be required on any payment made under or with respect to the Holders Securities, the Company shall pay such additional amounts (the “"Additional Amounts”") as shall may be necessary in order to ensure that the net amounts amount received by each Holder or the HoldersTrustee, as the case may be, after such withholding or deduction, shall deduction will equal the respective amounts of principal and interest which amount such Holder or the Trustee, as the case may be, would otherwise have received if such Taxes had not been receivable in the absence of such withholding withheld or deductiondeducted; except provided, however, that no such Additional Amounts shall will be payable on account in respect of (1) any Taxes that would not have been so imposed but for the existence of any taxes present or duties which: former connection between the relevant Holder (a) are payable by any person acting as custodian bank or collecting agent on behalf between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant Holder, if the relevant Holder is an estate, nominee, trust or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (bcorporation) are payable by reason of and the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason (other than the mere receipt of such payment or the ownership or holding outside of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction Cayman Islands of such taxesSecurity but including, or without limitation, such relevant Holder (dor such fiduciary, settlor, beneficiary, member or shareholder or possessor) consist of being or having been a citizen or resident thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein); (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar taxestax, or assessment or governmental charge; (e3) are any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security to comply with a request (x) to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or (y) to make and deliver any declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any information or reporting requirements, which, in the case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (4) any tax, assessment or other governmental charge that is payable otherwise than by withholding from payment of principal of, premium, if any, or interest on such Security; or (5) any tax, assessment or governmental charge that would not have been imposed but for the presentation of a Security for payment in the Cayman Islands or any political subdivision thereof or therein, unless such Security could not have been presented elsewhere, nor will such Additional Amounts be payable (x) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Security for payment within 30 days after the date on which such payment or such Security became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the holder would have been entitled to Additional Amounts had the Security been presented on the last day of such 30-day period), (y) if, at the election of the relevant Holder, the payment of principal of (or premium, if any, on) or interest on such Security could have been made through another paying agent without such deduction or withholding, or (z) with respect to any payment by the applicable Guarantor of principal of (or premium, if any, on) or interest on such Security to the registered any Holder if such Holder who is a fiduciary or partnership or limited liability company that is treated as a partnership for U.S. federal income tax purposes or any person Person other than the sole beneficial owner of such payment payment, to the extent that taxes a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or limited liability company that is treated as a partnership for U.S. federal income tax purposes or the beneficial owner of such payment would not have been imposed on such payment entitled to the Additional Amounts had such registered Holder beneficiary, settlor, member or beneficial owner been the sole beneficial owner actual holder of such Security. Upon request, the Company will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid. Whenever in this SecurityIndenture there is mentioned, in any context: (1) the payment of principal; (2) purchase prices in connection with a purchase of Securities; (3) interest; or (f) are deducted or withheld pursuant to (i4) any European Union directive other amount payable on or regulation concerning with respect to any of the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform withSecurities, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities reference shall be deemed to include any payment of Additional Amounts which may as described under this Section 3.16 to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenturerespect thereof. The covenant regarding Additional Amounts Company shall not apply to pay any Guarantor at present or future stamp, court or documentary taxes or any time when such Guarantor is incorporated other excise or property taxes, charges or similar levies and other duties (including interest and penalties) that arise in a any jurisdiction from the execution, delivery, enforcement or registration of the Securities, this Indenture or any other document or instrument in relation thereof, or the United States, and will apply receipt of any payments with respect to the Company Securities, excluding such taxes, charges or similar levies imposed by any time it is incorporated in a jurisdiction outside of the Cayman Islands or the United StatesStates (or any political subdivision or taxing authority of either jurisdiction), the jurisdiction of incorporation of any successor of the Company, any jurisdiction through which payment is made or in which a paying agent is located or any jurisdiction in which the Company is organized or engaged in business for tax purposes, and the Company will agree to indemnify the Holders for any such taxes paid by such Holders. The obligations described under this Section 3.16 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. In the event that (a) All payments made by an Issuer, any Guarantor becomes obligated to make payments in respect of the Securities, such Guarantor will make or a Surviving Entity as well as all payments in made by a Trustee pursuant Article 8 or Article 11 hereof (each a “Payor”) under or with respect to the Notes will be made free and clear of the Securities and without withholding or deduction for or on account of any present or future taxes tax, duty, levy, impost, assessment or duties of whatever nature other governmental charge imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident Canada or any political subdivision thereof or by any authority or agency therein or thereof or therein having power to tax (the hereinafter “Relevant Taxing JurisdictionTaxes”) unless such withholding or deduction Payor is required to withhold or deduct Taxes by lawlaw or by the interpretation or administration thereof. In If a Payor 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 Notes such event, such Guarantor Payor will pay to the Holders such additional amounts of interest (the “Additional Amounts”) as shall may be necessary in order such that the net amounts amount received in respect of such payment by the Holders, each holder (including Additional Amounts) after such withholding or deduction, shall equal deduction will not be less than the respective amounts of principal and interest which amount the holder would otherwise have received if such Taxes had not been receivable in the absence of such withholding required to be so withheld or deductiondeducted; except provided that no such Additional Amounts shall will be payable on account of any taxes with respect to a payment made to a holder (an “Excluded Holder”) (i) with which the Payor or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which the Canadian Issuer does not constitute a deduction or withholding by deal at arm’s length (for the purpose of the Income Tax Act (Canada)) at the time of making such Guarantor from payment of principal or interest made by it, or (bii) are payable which is subject to such Taxes by reason of the Holder holder being a resident, domicile or beneficial owner havingnational of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having hadsome connection with, some personal Canada or business connection with any province or territory thereof, otherwise than by the mere holding of debt securities or the receipt of payments thereunder, or (iii) which is subject to such Relevant Taxing Jurisdiction and not merely Taxes by reason of the fact that payments in respect of the Securities or the Guarantees areholder’s failure to comply with any certification, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certificationidentification, information, documents documentation or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such mattersif compliance is required by law, whether required regulation, administrative practice or imposed by statute, treaty, regulation or administrative practice, an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes. Each Payor will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law. The Payor will furnish to the holders of the Units, within thirty (30) days after the date the payment of any Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such taxespayment by such Payor. The Issuers will indemnify and hold harmless each holder (other than all Excluded Holders) for the amount of (i) any Taxes not withheld or deducted by a Payor and levied or imposed and paid by such holder as a result of payments made under or with respect to the Notes, or(ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes imposed with respect to any reimbursement under clauses (i) or (ii) above. (db) consist At least thirty (30) days prior to each date on which any payment under or with respect to the Notes is due and payable, if a Payor is aware that it 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 on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of principal (and premium, if any), interest or any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on other amount payable under or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform withNote, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities mention shall be deemed to include any mention of the payment of Additional Amounts which may provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesrespect thereof.

Additional Amounts. In All payments made by the event that any Guarantor becomes obligated to make payments in respect of Company on the Securities, such Guarantor Euro Notes will make all payments in respect of the Securities be made without withholding or deduction for for, or on account of of, any present or future taxes or duties of whatever nature Taxes imposed or levied by way of withholding or deduction at source by or on behalf of The Netherlands or any jurisdiction in which such Guarantor the Company or any Surviving Entity is incorporated, organized, organized or is otherwise resident for tax resident purposes or any political subdivision thereof or any authority thereof or therein having power to tax therein or any jurisdiction from or through which payment is made (the “each a "Relevant Taxing Jurisdiction”) "), unless such the withholding or deduction of such Taxes is then required by law. In such eventIf any deduction or withholding for, such Guarantor or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be required on any payments made by the Company with respect to the Euro Notes, including payments of principal, redemption price, interest or premium, the Company will pay to the Holders such additional amounts (the “"Additional Amounts”") as shall may be necessary in order that the net amounts received in respect of such payments by the HoldersHolders of the Euro Notes or the Trustee, as the case may be, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable received in respect of such payments in the absence of such withholding or deduction; except that no such Additional Amounts shall will be payable on account of any taxes or duties whichwith respect to: (a) are payable any payments on a Euro Note held by any person acting as custodian bank or collecting agent on behalf of a Holder, Holder or otherwise beneficial owner who is liable for such Taxes in any manner which does not constitute a deduction or withholding respect of such Euro Note by such Guarantor from payment of principal or interest made by it, or (b) are payable by 113 reason of the Holder or beneficial owner having, or having had, some personal or business connection with such the Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities (including being a citizen or the Guarantees areresident or national of, or for purposes of taxation are deemed to be, derived from sources carrying on a business or maintaining a permanent establishment in, or are secured in being physically present in, the Relevant Taxing Jurisdiction, or) other than by the mere holding of such Euro Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (cb) any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Euro Note to comply with any request by the Company to provide certification, information, documents or other evidence information concerning the nationality, residence, residence or identity of the such Holder and or beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other information or reporting requirements relating to such mattersrequirement, whether which is required or imposed by a statute, treaty, regulation or administrative practice, practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, from all or a reduction part of such Taxes; (c) except in the rate case of withholding or deduction the winding up of such taxesthe Company, orany Euro Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction; (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or Euro Note presented for payment (ewhere presentation is required) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided first made available for and written notice thereof is provided payment to the HoldersHolder, whichever occurs laterexcept to the extent that the Holder would have been entitled to such Additional Amounts on presenting such note for payment on the thirtieth day after the relevant payment is first made available. (e) any estate, inheritance, gift, sale, transfer, personal, property or similar tax, assessment or other governmental charge; (f) any tax, assessment or other governmental charge which is payable otherwise than by withholding any interest on, the Euro Notes; or (hg) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of clauses (a) through and (hf) above. References to principal or interest in respect Such Additional Amounts will also not be payable where, had the beneficial owner of the Securities shall be deemed Euro Note been the Holder of the Euro Note, he would not have been entitled to include any payment of Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply by reason of clauses (a) to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States(g) inclusive above.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, organized or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders of the Securities of this series such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities of this series or the Guarantees thereof are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Security if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any this Security was presented to a particular paying agent for payment if the this Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities of this series shall be deemed to include any Additional Amounts which may be payable as set forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by the Company or any Guarantor on the Securities of this series will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (“FATCA Withholding”). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In Unless otherwise specified in any Board Resolution or other appropriate corporate authorization of the event that Issuer establishing the terms of Securities of a series in accordance with Section 301, if any Guarantor becomes obligated to make payments deduction or withholding for any present or future taxes or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Issuer is incorporated, shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) (each a "Relevant Jurisdiction" ) in respect of any amounts to be paid by the SecuritiesIssuer of principal of or interest on a Security of any series, the Issuer will pay to the Holder of a Security of such series such additional amounts as may be necessary in order that the net amounts paid to such Holder of such Security shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Issuer shall not be required to make any payment of additional amounts for or on account of: (a) any tax or other governmental charge which would not have been imposed but for the existence of any present or former connection between such Holder and the Relevant Jurisdiction (other than the mere holding of a Security and the receipt of payments thereon), including, without limitation, such Guarantor will make all payments Holder being or having been a citizen or resident thereof or being or having been present or engaged in respect trade or business therein or having or having had a permanent establishment therein; (b) any tax or other governmental charge which would not have been imposed but for the status of such Holder as an individual resident of a member state of the Securities European Union; (c) any tax or other governmental charge that would not have been imposed but for a failure to comply with any applicable certification, information, identification, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction if such compliance is required as a precondition to relief or exemption from such tax, assessment or other governmental charge (including without limitation a certification that such Holder is not resident in the Relevant Jurisdiction); (d) any tax or other governmental charge which would not have been imposed but for a change in law that becomes effective more than 30 days after a payment by the Issuer on a Security of any series becomes due and payable, or is duly provided for and notice thereof is duly published, whichever occurs later; (e) any tax or other governmental charge required to be withheld by any Paying Agent from a payment on a Security, if such payment can be made without such deduction or withholding by any other Paying Agent; or (f) any combination of items (a), (b), (c), (d) and (e) above. The foregoing provisions shall apply mutandis mutandis to any withholding or deduction for or on account of any present or future taxes taxes, assessments or duties governmental charges of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor any successor Person to the Issuer is incorporated, organized, or otherwise tax resident or any political subdivision or any taxing authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) unless therein; provided, however, that such withholding or deduction is required by law. In such event, such Guarantor will pay to the Holders such payment of additional amounts (the “Additional Amounts”) may be subject to such further exceptions as shall may be necessary in order that the net amounts received by the Holders, after such withholding or deduction, shall equal the respective amounts of principal and interest which would otherwise have been receivable established in the absence terms of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: Securities established as contemplated by Section 301. As used in (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder), or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in the Relevant Taxing Jurisdiction, or (c) are imposed above, references to Holder shall include a fiduciary, settler, beneficiary, member or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residenceshareholder of, or identity possessor of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to a power over, such mattersHolder, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or an estate, trust, partnership or any person other than the sole beneficial owner of such payment corporation. Subject to the extent that taxes would not have been imposed on such foregoing provisions, whenever in this Indenture there is mentioned, in any context, the payment had such registered Holder been of the sole beneficial owner principal of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive premium or regulation concerning the taxation of interest incomeon, or (ii) in respect of, any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction Security of any series or the European Union is a party, net proceeds received on the sale or (iii) exchange of any provision Security of law implementing, or complying with, or introduced to conform withany series, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security was presented to a particular paying agent for payment if the Security could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal or interest in respect of the Securities mention shall be deemed to include any Additional Amounts which may mention of the payment of additional amounts provided for in this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the terms of the Securities of a series established as contemplated by Section 301 do not specify that additional amounts pursuant to the Section will not be payable by the Issuer, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the Indenturebelow-mentioned Officer's Certificate, the Issuer will furnish the Trustee and the Issuer's principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding shall be required, then such Officer's Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Issuer will pay to the Trustee or such Paying Agent or Paying Agents the additional amounts required by this Section. The covenant regarding Additional Amounts shall not apply Issuer covenants to indemnify each of the Trustee and any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United StatesPaying Agent for, and will apply to hold each of them harmless against, any loss, liability or expense arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section, except to the Company extent that any time it such loss, liability or expense is incorporated in a jurisdiction outside of the United Statesdue to its own negligence or bad faith.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesSecurities of this series, such Guarantor will make all payments in respect of the Securities of this series without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of any jurisdiction in which such Guarantor is incorporated, organized, or otherwise tax resident or any political subdivision or any authority thereof or therein having power to tax (the “Relevant Taxing Jurisdiction”) Jurisdiction unless such withholding or deduction is required by law. In the event such eventwithholding or deduction is required by law, such Guarantor will pay to the Holders of the Notes such additional amounts (the “"Additional Amounts”") as shall be necessary in order that the net amounts received by the such Holders, after such withholding or deduction, shall equal the respective amounts of principal principal, interest and interest premium, if any, which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a such Holder, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal principal, interest or interest premium, if any, made by it, or (b) are payable by reason of the such Holder or beneficial owner having, or having had, some personal or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities Notes or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in in, the Relevant Taxing Jurisdiction, or (c) are imposed or withheld by reason of the failure of the such Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residence, or identity of the Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as a precondition to exemption from, or a reduction in the rate of withholding or deduction of of, such taxes, or (d) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any payment by the applicable Guarantor to the registered Holder of this Note if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this SecurityNote, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 thirty (30) days after the relevant payment of principal or interest becomes due, or is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, or (h) are payable because any Security the Note was presented to a particular paying agent for payment if the Security Note could have been presented to another paying agent without any such withholding or deduction, or (i) are payable for any combination of (a) through (h) above. References to principal principal, interest or interest premium in respect of the Securities Notes in this Sixteenth Supplemental Indenture shall be deemed to include any Additional Amounts which may be payable as set forth in this Section 2.07. References to payment, deduction or withholding by any Guarantor shall be deemed to include payment, deduction or withholding on such Guarantor's behalf by its paying agent, including the IndentureTrustee or the Sub-Paying Agent. The covenant regarding Additional Amounts This Section 2.07 shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United States. In addition, any amounts to be paid by the Company or any Guarantor on the Notes will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), any current or future regulations thereunder or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code ("FATCA Withholding"). Neither any Guarantor nor the Company will be required to pay Additional Amounts on account of any FATCA Withholding.

Additional Amounts. In the event that any Guarantor becomes obligated to make payments in respect of the SecuritiesAll Guarantee Payments shall be made free and clear of, such Guarantor will make all payments in respect of the Securities and without withholding or deduction for or on account of of, any present or future taxes taxes, duties, assessments or duties governmental charges of whatever nature imposed levied, collected, withheld or levied assessed by way of withholding or deduction at source by or on behalf of any a jurisdiction in which such the Guarantor is incorporated, organized, incorporated or otherwise tax resident organized or managed or controlled or has a place of business or any political subdivision or any taxing authority thereof or therein having power to tax (the “Relevant each, a "Taxing Jurisdiction”) "), unless such withholding or deduction is required by law. In the event of any such eventwithholding or deduction ("Gross-Up Taxes"), such the Guarantor will shall pay to each Holder of the Holders Preferred Trust Securities such additional amounts (the “"Additional Amounts”") as shall be necessary in order so that the net amounts amount received by the Holders, such Holder after such withholding or deduction, deduction shall equal the respective amounts of principal and interest which amount that would otherwise have been receivable due to such Holder in the absence of such withholding or deduction; , except that no such Additional Amounts shall be payable on account of any taxes or duties whichpayable: (aA) are payable by any person acting as custodian bank to, or collecting agent to a Person on behalf of of, a HolderHolder who is liable for Gross-Up Taxes with respect to the Preferred Trust Securities Guarantee, or otherwise in any manner which does not constitute a deduction or withholding by such Guarantor from payment of principal or interest made by it, or (b) are payable by reason of the such Holder having some connection with a relevant Taxing Jurisdiction (including being a citizen or beneficial owner havingresident or national of, or having had, some personal carrying on a business or business connection with such Relevant Taxing Jurisdiction and not merely by reason of the fact that payments in respect of the Securities or the Guarantees are, or for purposes of taxation are deemed to be, derived from sources maintaining a permanent establishment in, or are secured being physically present in, such Taxing Jurisdiction) other than through the mere receipt of Guarantee Payments unless, in the Relevant Taxing Jurisdictioncase of the United Kingdom, orthat connection arises solely as a result of the Control Party being a resident of the United Kingdom; (cB) are imposed or withheld by reason of the failure of the Holder or beneficial owner to provide certification, information, documents or other evidence concerning the nationality, residenceto, or identity of the to a Person on behalf of, a Holder and beneficial owner or to make any valid or timely declaration or similar claim or satisfy any other reporting requirements relating to such matters, whether required or imposed by statute, treaty, regulation or administrative practice, as who presents a precondition to exemption from, or a reduction in the rate of withholding or deduction of such taxes, or Preferred Trust Security (dwhenever presentation is required) consist of any estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or (e) are imposed on or with respect to any for payment by the applicable Guarantor to the registered Holder if such Holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment to the extent that taxes would not have been imposed on such payment had such registered Holder been the sole beneficial owner of this Security, or (f) are deducted or withheld pursuant to (i) any European Union directive or regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Relevant Taxing Jurisdiction or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such directive, regulation, treaty or understanding, or (g) are payable by reason of a change in law or practice that becomes effective more than 30 days after the relevant date on which payment first becomes due except to the extent that such Holder would have been entitled to such Additional Amounts on presenting such Preferred Trust Security for payment on the last day of principal or interest becomes duesuch period of 30 days; (C) to, or to a Person on behalf of, a Holder who presents a Preferred Trust Security (when presentation is duly provided for and written notice thereof is provided to the Holders, whichever occurs later, required) other than in The City of New York; or (hD) are payable because any Security was presented to, or to a particular paying agent Person on behalf of, a Holder who would not be liable or subject to Gross-Up Taxes by making a declaration of non-residence or similar claim for payment if exemption to the relevant tax authority. Such Additional Amounts will also not be payable where, had the beneficial owner of the Preferred Trust Security could (or any interest therein) been the Holder of the Preferred Trust Security , it would not have been presented entitled to another paying agent without payment of Additional Amounts by reason of any such withholding one or deduction, or more of clauses (i) are payable for any combination of (aA) through (hD) above. References to principal or interest in respect If the Guarantor shall determine that Additional Amounts will not be payable because of the Securities shall be deemed to include any Additional Amounts which may be payable as set immediately preceding sentence, the Guarantor will inform such Holder promptly after making such determination setting forth in the Indenture. The covenant regarding Additional Amounts shall not apply to any Guarantor at any time when such Guarantor is incorporated in a jurisdiction in the United States, and will apply to the Company any time it is incorporated in a jurisdiction outside of the United Statesreason(s) thereof.