Common use of Payment of Additional Amounts Clause in Contracts

Payment of Additional Amounts. The Company shall pay to the Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder.

Payment of Additional Amounts. The All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to the Holder (including, for purposes of this Section 4, the each beneficial owner) of this Note owner who is not a Non-U.S. United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as may be are necessary so in order that every the net payment by the Company or the Paying Agent or a withholding agent of the principal of of, and premium, if any, and interest on this Note to on, such HolderNotes, after such withholding or deduction (including any withholding or withholding for or deduction on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or thereinAdditional Amounts), will not be less than the amount provided in this Note such Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company foregoing obligation to pay Additional Amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (ia) to any tax, assessment or other governmental charge Taxes that would not have been imposed but for (A) the existence of any present or former connection between such Holderbeneficial owner, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the beneficial owner if such Holder the beneficial owner is an estate, trust, partnership or corporation, and or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (i) being or having been engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, without limitationthe receipt of any payment or the enforcement of any rights thereunder), such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, including being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental chargeStates; (iii) any taxbeing or having been a personal holding company, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates foreign personal holding company that has accumulated earnings to avoid United States federal income tax; (iv) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment having been a “10-percent shareholder’’ of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3) of the Code, or any successor provision; or; (viiiv) any withholding or deduction that is imposed being a bank receiving payments on a payment to an individual and is required to be extension of credit made pursuant to that European Union Directive relating to a loan agreement entered into in the taxation ordinary course of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, its trade or any law implementing or complying with, or introduced in order to conform to, such Directive; orbusiness; (ixb) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary fiduciary, partnership or partnership limited liability company, but only to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or the fiduciary, a beneficial owner thereof, or member of the partnership or limited liability company would not have been entitled to the payment of such any Additional Amounts had such the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes; (d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment; (e) to any Tax required to be withheld by any Paying Agent from any payment of principal of or interest on the Notes, if such payment can be made without such withholding by at least one other Paying Agent in a Member State of the European Union; (f) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the Holderpayment becomes due or is duly provided for, whichever occurs later; (g) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes; (h) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (i) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or (j) in the case of any combination of items (a) through (i) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.17, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.

Payment of Additional Amounts. The Company shall pay to the Holder (including, for purposes of this Section 4, the beneficial ownera) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment All payments of principal of and interest on this Note to such Holderin respect of the Securities will be made free and clear of, after and without deduction or withholding for or on account of, any present or future taxes, duties, assessments or other governmental charges of whatsoever nature required to be deducted or withheld by the United States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction is required by law or the official interpretation or administration thereof. (b) In the event any withholding or deduction on payments in respect of the Securities for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder is required to be deducted or withheld by the United States of America or any political subdivision or taxing authority thereof or therein, the Company will pay such additional amounts on the Securities as will result in receipt by each Holder of a Security that is not a U.S. Person (as defined below) of such amounts (after all such withholding or deduction, including on any additional amounts) as would have been received by such Holder had no such withholding or deduction been required. The Company will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); providedrequired, however, that the Company shall not be required to make any payment of Additional Amounts additional amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A1) the existence of any present or former connection (other than a connection arising solely from the ownership of those Securities or the receipt of payments in respect of those Securities) between a Holder of a Security (or the beneficial owner for whose benefit such HolderHolder holds such Security), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, that Holder or beneficial owner (if such that Holder or beneficial owner is an estate, trust, partnership or corporation, ) and the United States includingStates, without limitation, such Holderincluding that Holder or beneficial owner, or such that fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident of the United States of America or treated as a resident thereof of the United States or being or having been engaged in a trade or business or present in the United States of America, or having had a permanent establishment in the United States or (B2) the presentation of this Note a Security for payment on a date more than 30 days after the later of (x) the date on which such that payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, capital gains, excise, personal property property, wealth or similar tax, assessment or other governmental charge; (iii) any tax, assessment assessment, or other governmental charge imposed by reason of such Xxxxxxthe Holder’s or beneficial owner’s past or present status as a passive foreign investment company, a controlled foreign corporation corporation, a foreign tax exempt organization or a personal holding company with respect to the United States of America, or as a corporation which that accumulates earnings to avoid United States U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding or deducting from payment of principal of or premium, if any, or interest on this Notesuch Securities; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on this Note any Security if such that payment can be made without withholding by any at least one other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of a beneficial owner or any Holder of Securities to comply with a request to satisfy certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America the beneficial owner or any Holder of the Securities (including, but not limited to, the requirement to provide Internal Revenue Service Forms W-8BEN, W-8BEN-E, W-8ECI, or any subsequent versions thereof or successor thereto, and including, without limitation, any documentation requirement under an applicable income tax treaty), provided such beneficial owner or Holder of this Note, if such is legally able to so comply and compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by or on behalf of (A1) a 10% -percent shareholder (as defined in Section 871(h)(3)(B) of the United States U.S. Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or Company, (B2) a controlled foreign corporation with respect that is related to the Company within the meaning of Section 864(d)(4) of the Code, or (3) a bank receiving interest described in Section 881(c)(3)(A) of the Code, to the extent such tax, assessment or other governmental charge would not have been imposed but for the Holder’s or beneficial owner’s status as described in clauses (1) through (3) of this paragraph (vii); (viii) any withholding tax, assessment or deduction that is imposed on a payment to an individual and is other governmental charge required to be made pursuant to withheld or deducted under Sections 1471 through 1474 of the Code (or any amended or successor version of such Sections that European Union Directive relating to the taxation of savings adopted on June 3is substantively comparable) (“FATCA”), 2003 by the European Union’s Economic and Financial Affairs Councilany regulations or other guidance thereunder, or any law agreement (including any intergovernmental agreement) entered into in connection therewith; or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or complying with, or introduced an intergovernmental agreement in order to conform to, such Directiverespect of FATCA; or (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and through (viii) in of this Section 4(a2.14(b); nor shall will the Company pay any Additional Amounts be paid to additional amounts any Holder who that is not the sole beneficial owner of such Securities, or a portion of such Securities, or that is a fiduciary or partnership or a limited liability company, to the extent that a beneficiary or settlor with respect to such that fiduciary or a member of such that partnership or limited liability company or a beneficial owner thereof, thereof would not have been entitled to the payment of such Additional Amounts those additional amounts had such that beneficiary, settlor, member or beneficial owner been the HolderHolder of those Securities. (c) The Securities are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Securities. Except as specifically provided under this Section 2.14, the Company will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. (d) As used under this Section 2.14 and under Section 3.04, the term “United States” means the United States of America, the states of the United States, and the District of Columbia, and the term “U.S. Person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable U.S. Treasury regulations), or any estate or trust the income of which is subject to United States federal income taxation regardless of its source.

Payment of Additional Amounts. The Company shall pay to the Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment All payments of principal of and interest on this Note to such Holder, after the Notes will be made free and clear of and without withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge (collectively, “Taxes”) imposed upon by any Relevant Taxing Jurisdiction, unless the withholding of such Taxes is required by law or the official interpretation or administration thereof. The Issuer will, subject to the exceptions and limitations set forth below, pay such additional amounts as are necessary in order that the net payment of the principal of and interest on the Notes to a Holder by the who is not a United States person for United States federal income tax purposes, after deduction for any present or future Taxes of America or any taxing authority thereof or thereinRelevant Taxing Jurisdiction, imposed by withholding with respect to the payment, will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”)Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (ia) to any tax, assessment Taxes that are imposed or other governmental charge that would not have been imposed but for withheld solely by reason of the Holder or beneficial owner of the Notes (A) the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a Person holding a power over an estate or trust administered by a fiduciary holder) being considered as: (i) being or having been present or engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; (ii) having a current or former relationship with the United States, without limitation, such Holder, including a relationship as a citizen or such fiduciary, settlor, beneficiary, member, shareholder or possessor, resident thereof; (iii) being or having been a citizen foreign or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of Americadomestic personal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States federal income tax; (iv) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have having been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America a “10-percent shareholder” of the Holder Issuer or the Company under the Notes within the meaning of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(Bsection 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directivesuccessor provisions; or (ixv) being or having been a bank receiving interest described in section 881(c)(3)(A) of the Code or any combination of items successor provisions; (i), (ii), (iii), (iv), (v), (vi), (viib) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who that is not the sole beneficial owner of the Note, or a portion thereof, or that is a fiduciary or partnership partnership, but only to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or the fiduciary, a beneficial owner thereof, or member of the partnership would not have been entitled to the payment of such Additional Amounts an additional amount had such the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (c) to any Taxes that are imposed or withheld solely by reason of the failure to (i) comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction of the Holder or beneficial owner been of such Note, if compliance is required by statute or by regulation of the Relevant Taxing Jurisdiction as a precondition to relief or exemption from such Taxes (including the submission of an applicable United States Internal Revenue Service (“IRS”) Form W-8 (with any required attachments)) or (ii) comply with any information gathering and reporting requirements or to take any similar action (including entering into any agreement with the IRS), in each case, that are required to obtain the maximum available exemption from withholding by a Relevant Taxing Jurisdiction that is available to payments received by or on behalf of the Holder; (d) to any Taxes that are imposed otherwise than by withholding from the payment; (e) to any Taxes that are imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than fifteen (15) days after the payment becomes due or is duly provided for, whichever occurs later; (f) to any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge; (g) to any Taxes required to be withheld by any Paying Agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by any other Paying Agent; (h) to any Taxes that are imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of such Notes for payment on a date more than 30 days after the date on which such payment became due and payable, except to the extent that the Holder or beneficial owner thereof would have been entitled to additional amounts had the Notes been presented for payment on any date during such thirty (30) day period; (i) to any backup withholding or any Taxes imposed under Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) 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; or (j) in the case of any combination of any items (a) through (i). The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided by this Section 4.14, the Issuer and the Guarantors shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

Payment of Additional Amounts. (a) All payments of principal, interest, and premium, if any, in respect of the Notes will be made free and clear of, and without withholding or deduction for, any present or future taxes, assessments, duties or governmental charges of whatever nature imposed, levied or collected by the United States (or any political subdivision or taxing authority thereof or therein having power to tax), unless such withholding or deduction is required by law or the official interpretation or administration thereof. (b) The Company shall pay will, subject to the exceptions and limitations set forth below, pay as additional interest in respect of the Notes such additional amounts as are necessary in order that the net payment by the Company of the principal of, premium, if any, and interest in respect of the Notes to a Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is not a Non-U.S. Person United States person (as defined below) such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder), after withholding or deduction or withholding for or on account of any present or future tax, assessment assessment, duties or other governmental charge imposed upon such Holder by the United States of America (or any political subdivision or taxing authority thereof or thereintherein having power to tax), will not be less than the amount provided in this Note the Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (i) to the extent any tax, assessment or other governmental charge that would not have been imposed but for the Holder (A) or the existence of any present or former connection between beneficial owner for whose benefit such HolderHolder holds such note), or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (1) being or having been engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; (2) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, without limitationthe receipt of any payment in respect of the Notes or the enforcement of any rights hereunder), such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, including being or having been a citizen or resident of the United States of America or treated as a resident thereof or States; (3) being or having been engaged in trade or business or present in the United States of Americaa personal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation for U.S. federal income tax purposes, a foreign tax-exempt organization, or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States U.S. federal income tax; (iv4) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have having been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America a “10-percent shareholder” of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (Company as defined in Section 871(h)(3)(Bsection 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”)) or any successor provision; or (5) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, and the regulations that may be promulgated thereunderas described in section 881(c)(3)(A) of the Company Code or any successor provision; (Bii) to any Holder that is not the sole beneficial owner of the Notes, or a controlled foreign corporation portion of the Notes, or that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but only to the extent that a beneficial owner with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3Holder, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership the fiduciary, or a beneficial owner thereofor member of the partnership, limited liability company or other fiscally transparent entity would not have been entitled to the payment of such Additional Amounts an additional amount had such the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (iii) to the extent any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge; (iv) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment; (v) to any tax, assessment or other governmental charge required to be withheld by the Paying Agent from any payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other paying agent; (vi) to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of Notes; (vii) to the extent any tax, assessment or other governmental charge would not have been imposed but for the Holderpresentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later except to the extent that the beneficiary or Holder thereof would have been entitled to the payment of additional amounts had such Note been presented for payment on any day during such 30-day period; (viii) to any tax, assessment or other governmental charge imposed under sections 1471 through 1474 of the Code (or any amended or successor provisions), 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, whether currently in effect or as published and amended from time to time; (ix) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; or (x) in the case of any combination of the above Sections 3.03(b)(i) – 3.03(b)(xi). (c) As used in Section 3.02, and this Section 3.03, the term “United States” means the United States of America, its territories and possessions, the states of the United States and the District of Columbia, and the term “United States person” means (i) any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person for United States federal income tax purposes), (iii) any estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) any trust if a United States court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or if a valid election is in place to treat the trust as a United States person.

Payment of Additional Amounts. The Company All payments of Principal and interest in respect of the Securities shall pay to the Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment of principal free and clear of and interest on this Note to such Holder, after without withholding or deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever imposed upon such Holder or levied by or on behalf of (i) the government of the United Kingdom or of any territory of the United Kingdom or by any authority or agency therein or thereof having the power to tax or (ii) the government of the United States or of America any state or territory of the United States or by any taxing authority or agency therein or thereof having the power to tax (collectively, "Taxes"), except to the extent such Taxes are required to be withheld or thereindeducted by law or by the interpretation or administration thereof. If either the Company or the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made in respect of the Securities, will the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as may be necessary such that the net amount received by each Holder (including such Additional Amounts) after such withholding or deduction shall not be less than the amount such Holder would have received if the Taxes had not been withheld or deducted; provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of no Additional Amounts for or on account ofwill be payable with respect to Taxes: (ia) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such Holder, Holder or beneficial owner of the Securities (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such HolderHolder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation, ) and the United Kingdom or the United States or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder, Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor, ) being or having been a citizen or resident of the United States of America thereof or treated as a resident thereof or domiciled thereof or a national thereof or being or having been present or engaged in trade or business therein or present in having or having had a permanent establishment therein; (b) that are estate, inheritance, gift, sales, transfer, personal property, wealth or similar taxes, duties, assessments or other governmental charges; (c) that are payable other than by withholding from payments of Principal of or interest on the United States Securities; (d) that would not have been imposed but for the failure of Americathe applicable recipient of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent (x) such compliance is required by applicable law or administrative practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes, and (By) at least 30 days before the first payment date with respect to which such Additional Amounts shall be payable, the Company or the Guarantor, as the case may be, shall have notified such recipient in writing that such recipient shall be required to comply with such requirement; (e) that would not have been imposed but for the presentation of this Note a Security (where presentation is required) for payment on a date more than 30 days after the later of (x) the date on which such payment becomes became due and payable and (y) or the date on which payment thereof is was duly provided for, whichever occurred later; (iif) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is are imposed on a payment to an individual and is are required to be made pursuant to that any European Union Directive relating to on the taxation of savings adopted income relating to the proposal for a directive on June 3, 2003 the taxation of savings income published by the European Union’s Economic and Financial Affairs CouncilECOFIN Council on December 13, 2001 or otherwise implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000, or any law implementing or complying with, or introduced in order to conform to, such Directivea directive; (g) that would not have been imposed if presentation for payment of the relevant Securities had been made to a Paying Agent other than the Paying Agent to which the presentation was made; or (ixh) any combination of items the foregoing clauses (i), a) through (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(ag); nor shall any Additional Amounts be paid with respect to any payment of the Principal of or interest on any Security to any such Holder who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the HolderHolder of the Security. The Company shall maintain, in respect of Securities of each series outstanding, at least one Paying Agent located outside the United Kingdom. In the event that the conclusions of the ECOFIN Council meeting of November 26-27, 2000 are implemented, and a Paying Agent with respect to Securities of a particular series is maintained in any member state of the European Union, the Company shall maintain a Paying Agent in at least one member state (other than the United Kingdom) that will not be obliged to withhold or deduct taxes pursuant to the European Union Directive on the taxation of savings proposed at the ECOFIN Council meeting of November 26-27, 2000, provided there is at least one member state that does not require a paying agent to withhold or deduct pursuant to such Directive. The obligation of the Company or the Guarantor, as the case may be, to pay Additional Amounts if and when due will survive the termination of this Indenture and the payment of all amounts in respect of the Securities.

Payment of Additional Amounts. The Company shall pay to the Holder (including, for purposes of this Section 4, the beneficial owner) holder of this Note who is a Non-U.S. Person United States Alien (as defined below) such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holderholder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder holder by the United States of America or any taxing authority thereof or therein, will not be less than the amount provided in this Note the Notes to be then due and payable (such amounts, the “"Additional Amounts”"); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such Holderholder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holderholder, if such Holder holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such Holderholder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s holder's past or present status as a passive foreign investment company, a controlled foreign corporation corporation, a personal holding company or a foreign personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder holder or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “"Code”"), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ixviii) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viiivii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder holder who is a fiduciary or partnership or other than the sole beneficial owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary fiduciary, or a member of such partnership or a beneficial owner thereof, thereof would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holderholder.

Payment of Additional Amounts. The Subject to the exemptions and limitations set forth below, the Company shall pay additional amounts to the Holder (including, for purposes of this Section 4, the beneficial owner) owner of this Note who that is a “Non-U.S. Person (United States person,” as defined below) such additional amounts as may be necessary so , in order to ensure that every net payment on such Note shall not be less, due to payment of principal of United States withholding tax, than the amount then otherwise due and interest payable. For this purpose, a “net payment” on this Note to such Holdermeans a payment by the Company or any paying agent, including payment of principal and interest, after deduction or withholding for or on account of any present or future tax, assessment, or other governmental charge of the United States (other than a territory or possession). These additional amounts shall constitute additional interest on this Note. The Company shall not be required to pay additional amounts, however, in any of the circumstances described in items (1) through (13) below. (1) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note: (a) having a relationship with the United States as a citizen, resident, or otherwise; (b) having had such a relationship in the past; or (c) being considered as having had such a relationship. (2) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note: (a) being treated as present in or engaged in a trade or business in the United States; (b) being treated as having been present in or engaged in a trade or business in the United States in the past; (c) having or having had a permanent establishment in the United States; or (d) having or having had a qualified business unit which has the U.S. dollar as its functional currency. (3) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note being or having been a: (a) personal holding company; (b) foreign personal holding company; (c) private foundation or other tax-exempt organization; (d) passive foreign investment company; (e) controlled foreign corporation; or (f) corporation which has accumulated earnings to avoid United States federal income tax. (4) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note owning or having owned, actually or constructively, 10% or more of the total combined voting power of all classes of the Company’s stock entitled to vote; (5) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note being a bank extending credit pursuant to a loan agreement entered into in the ordinary course of business. For purposes of items (1) through (5) above, “beneficial owner” includes, without limitation, the holder, and a fiduciary, settlor, partner, member, shareholder, or beneficiary of the holder if the holder is an estate, trust, partnership, limited liability company, corporation, or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder. (6) Additional amounts shall not be payable to any beneficial owner of this Note that is: (a) a fiduciary; (b) a partnership; (c) a limited liability company; (d) another fiscally transparent entity; or (e) not the sole beneficial owner of this Note, or any portion of this Note. However, this exception to the obligation to pay additional amounts shall only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner, partner or member of the partnership, limited liability company, or other fiscally transparent entity, would not have been entitled to the payment of an additional amount had the beneficiary, settlor, partner, beneficial owner, or member received directly its beneficial or distributive share of the payment. (7) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner of this Note or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay additional amounts shall apply only if compliance with such reporting requirements is required as a precondition to exemption from such tax, assessment or other governmental charge imposed upon such Holder by statute or regulation of the United States of America or any taxing authority thereof or therein, will not be less than by an applicable income tax treaty to which the amount provided in this Note to be then due and payable United States is a party. (such amounts, the “8) Additional Amounts”); provided, however, that the Company amounts shall not be required to make any payable if a payment on this Note is reduced as a result of Additional Amounts for or on account of: (i) any tax, assessment assessment, or other governmental charge that would is collected or imposed by any method other than by withholding from a payment on this Note by the Company or any paying agent. (9) Additional amounts shall not have been imposed but for (A) the existence be payable if a payment on this Note is reduced as a result of any present or former connection between such Holdertax, assessment, or between other governmental charge that is imposed or withheld by reason of a fiduciarychange in law, settlor, beneficiary of, member or shareholder ofregulation, or possessor administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later. (10) Additional amounts shall not be payable if a payment on this Note is reduced as a result of a power overany tax, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such Holderassessment, or such fiduciary, settlor, beneficiary, member, shareholder other governmental charge that is imposed or possessor, being or having been a citizen or resident withheld by reason of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in presentation by the United States of America, or (B) the presentation beneficial owner of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof or is duly provided for, whichever occurs later. (11) Additional amounts shall not be payable if a payment on this Note is reduced as result of any: (a) estate tax; (iib) inheritance tax; (c) gift tax; (d) sales tax; (e) excise tax; (f) transfer tax; (g) wealth tax; (h) personal property tax; or (i) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment assessment, or other governmental charge;. (iii12) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment companyassessment, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any a payment of principal of or interest on this Note if such payment can be made without such withholding by any other paying agent;. (vi13) any tax, assessment or other governmental charge which would Additional amounts shall not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of be payable if a payment on this Note, if such compliance Note is required by statute or by regulation of the United States Treasury Department reduced as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) result of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) any combination of items (i), 1) through (ii), (iii), (iv), (v), (vi), (vii12) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holderabove.

Payment of Additional Amounts. The All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein (collectively, “Taxes”) unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to the Holder (including, for purposes of this Section 4, the each holder or beneficial owner) of this Note owner who is not a Non-U.S. United States Person (as defined below) such additional amounts (“Additional Amounts”) on such Notes as may be are necessary so in order that every the net payment by the Company or the Paying Agent or a withholding agent of the principal of of, and premium, if any, and interest on this Note to on, such HolderNotes, after such withholding or deduction (including any withholding or withholding for or deduction on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or thereinAdditional Amounts), will not be less than the amount provided in this Note such Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company foregoing obligation to pay Additional Amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (ia) to any tax, assessment or other governmental charge Taxes that would not have been imposed but for (A) the existence of any present holder or former connection between such Holderthe beneficial owner, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, of the holder or possessor of a power over, such Holder, the beneficial owner if such Holder the holder or the beneficial owner is an estate, trust, partnership or corporation, and or a Person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (i) being or having been engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, without limitationthe receipt of any payment or the enforcement of any rights thereunder), such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, including being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental chargeStates; (iii) any taxbeing or having been a personal holding company, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates foreign tax exempt organization or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax; (iv) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment having been a “10-percent shareholder’’ of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of Section 871(h)(3) of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directivesuccessor provision; or (ixv) any combination being a bank receiving payments on an extension of items credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (i), (ii), (iii), (iv), (v), (vi), (viib) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who that is not the sole beneficial owner of such Notes, or a portion of such Notes, or that is a fiduciary fiduciary, partnership or partnership limited liability company, but only to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or the fiduciary, a beneficial owner thereof, or member of the partnership or limited liability company would not have been entitled to the payment of such any Additional Amounts had such the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (c) to any Taxes that would not have been imposed but for the failure of the Holder or beneficial owner to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Taxes; (d) to any Tax that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment; (e) to any Taxes that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the Holderpayment becomes due or is duly provided for, whichever occurs later; (f) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar Taxes; (g) to any Taxes that would not have been imposed but for the presentation by the Holder or beneficial owner of such Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (h) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements or any successor provisions thereto (that are substantially comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or (i) in the case of any combination of items (a) through (h) above. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to such Notes. Except as specifically provided in this Section 2.16, the Company shall not be required to make any payment for any taxes, duties, assessments or governmental charges of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. Neither the Trustee nor the Paying Agent shall have any responsibility or liability for the determination, verification or calculation of any Additional Amounts. The Company shall give prompt notice to the Trustee upon becoming aware of its requirement to pay any Additional Amount.

Payment of Additional Amounts. The Company shall pay to the a Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person United States Alien (as defined below) such additional amounts (the “Additional Amounts”) as may be necessary so that every net payment of principal of and interest on this Note to such Holderthe Subordinated Notes, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder Holder, or by reason of the making of such payment, by the United States of America or any taxing authority thereof or therein, will shall not be less than the amount provided for in this Note the Subordinated Notes to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the payable. The Company shall not be required required, however, to make any payment of any Additional Amounts for or on account of: (ia) any tax, assessment or other governmental charge that which would not have been imposed but for (Ai) the existence of any present or former connection between such Holder, holder (or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, ) and the United States States, including, without limitation, such Holder, Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor, ) being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of Americatherein, or having or having had a permanent establishment therein, or (Bii) the presentation of this Note the Subordinated Notes appertaining thereto for payment on a date more than 30 10 days after the later of (x) the date on which such payment becomes due and payable and (y) or the date on which payment thereof is duly provided for, whichever occurs later; (iib) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iiic) any tax, assessment or other governmental charge imposed by reason of such XxxxxxHolder’s past or present status as a passive foreign investment company, a controlled foreign corporation corporation, a personal holding company or a foreign personal holding company with respect to the United States of AmericaStates, or as a corporation which accumulates earnings to avoid United States federal income tax; (ivd) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of of, or interest on this Noteon, the Subordinated Notes; (ve) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of of, or interest on this Note on, the Subordinated Notes if such payment can be made without withholding by any other paying agent; (vif) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America the Holder or beneficial owner of the Holder of this NoteSubordinated Notes, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (viig) any tax, assessment or other governmental charge imposed on interest received by (Ai) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or of (Bii) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ixh) any combination of items (ia), (iib), (iiic), (ivd), (ve), (vi), (viif) and (viii) in this Section 4(ag); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Subordinated Notes appertaining thereto to the extent that a beneficiary or settlor with respect to such fiduciary fiduciary, or a member of such partnership or a beneficial owner thereof, thereof would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the HolderHolder of the Subordinated Notes appertaining thereto.

Payment of Additional Amounts. The Company shall pay will, subject to the Holder (includingexceptions and limitations set forth below, for purposes of this Section 4, pay as additional interest on the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) Notes such additional amounts as may be are necessary so in order that every the net payment by the Company or a paying agent of the principal of and interest on this Note the Notes to such a Foreign Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by of the United States of America or any a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in this Note the Notes to be then due and payable (such amountspayable; PROVIDED, the “Additional Amounts”); provided, howeverHOWEVER, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (i) any 1. to a tax, assessment or other governmental charge that would not have been is imposed but for (A) or withheld solely by reason of the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a person holding a power over an estate or trust administered by a fiduciary holder, considered as: a. being or having been present or engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; b. having a current or former relationship with the United States, without limitation, such Holder, including a relationship as a citizen or such fiduciary, settlor, beneficiary, member, shareholder or possessor, resident thereof; c. being or having been a citizen foreign or resident domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of America 1986, as amended, (the "Code") or treated as any successor provision; 2. to any Holder that is not the sole beneficial owner of the Notes, or a resident thereof portion thereof, or being that is a fiduciary or having partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been engaged in trade entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or business member received directly its beneficial or present in distributive share of the payment; 3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of Americathe Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which reduction of, such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any 4. to a tax, assessment or other governmental charge that is imposed otherwise than by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation withholding by the Company or a personal holding company with respect to paying agent from the United States of America, or as a corporation which accumulates earnings to avoid United States federal income taxpayment; (iv) any 5. to a tax, assessment or other governmental charge which that is payable otherwise imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than by withholding from 15 days after the payment of principal of becomes due or interest on this Noteis duly provided for, whichever occurs later; (v) 6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge; 7. to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note any Notes, if such payment can be made without such withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) 8. in the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder"1." - "

Payment of Additional Amounts. The (a) Any amounts paid, or caused to be paid, by the Company or any of its successors pursuant to Section 3.01 of the Base Indenture will be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges (“Taxes”) whatsoever imposed, assessed, levied or collected by or on behalf of Singapore, including any political subdivision or taxing authority thereof, or the jurisdiction of incorporation or residence of any successor, or any Subsidiary, branch, division or other entity through which the Company may from time to time direct any payments of principal, premium, if any, and interest on the Notes or any political subdivision or taxing authority thereof (an “Other Jurisdiction”). If deduction or withholding of any Taxes shall pay to the Holder (including, for purposes of this Section 4at any time be required by Singapore or any Other Jurisdiction, the Company or any relevant successor will, subject to timely compliance by the Holders or beneficial owner) owners of this Note who is a Non-U.S. Person (as defined below) the relevant Notes with any relevant administrative requirements, notify the Trustee and pay or cause to be paid such additional amounts (“Additional Amounts”) in respect of principal of, premium, if any, or interest, as may be necessary so in order that every the net amounts paid to the Holders of the Notes outstanding on the date of the required payment of principal of and interest on this Note or the Trustee as the case may be, pursuant to such Holderthe Indenture, after the deduction or withholding withholding, shall equal the respective amounts that the Holder would have received if the Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, no Additional Amounts shall be paid to any Holder or beneficial owner for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by of the United States of America or any taxing authority thereof or therein, will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account offollowing: (i) any tax, assessment present or other governmental charge that future Taxes which would not have been imposed so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Note has or had some connection with Singapore or any Other Jurisdiction, including that the Holder or beneficial owner is or has been a domiciliary, national or resident of, engages or has been engaged in a trade or business, is or has been organized under, maintains or has maintained an office, a branch subject to taxation, or a permanent establishment, or is or has been physically present in Singapore or any Other Jurisdiction, or otherwise has or has had some connection with Singapore or any Other Jurisdiction, other than solely the holding or ownership of a Note, or the collection of principal of, premium, if any, and interest on, or the enforcement of, a Note; (Aii) the existence of any present or former connection between such Holderfuture Taxes which would not have been so imposed, assessed, levied or between a fiduciarycollected but for the fact that, settlorwhere presentation is required, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this relevant Note for payment on a date was presented more than 30 days after the later of (x) the date on which such payment becomes became due and payable and (y) the date on which payment thereof is duly or was provided for, whichever is later; (iiiii) any present or future taxes which are payable otherwise than by deduction or withholding on or in respect of the relevant Note; (iv) any present or future Taxes which would not have been so imposed, assessed, levied or collected but for the failure to comply, on a sufficiently timely basis, with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with Singapore or any Other Jurisdiction of the Holder or beneficial owner of the relevant Note, if such compliance is required by a statute or regulation or administrative practice of Singapore, the Other Jurisdiction or any other relevant jurisdiction, or by a relevant treaty, as a condition to relief or exemption from such taxes; (v) any present or future Taxes (A) which would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Note had been the Holder of such Note, or (B) which, if the beneficial owner of such Note had held the Note as the Holder of such Note, would have been excluded pursuant to any one or combination of clauses ‎(i) through ‎(iv) above; (vi) any capital gain, estate, inheritance, gift, salessale, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge;; or (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) combination of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holderabove.

Payment of Additional Amounts. If specified pursuant to, and subject to, Section 301, the provisions of this Section 1009 (as may be modified pursuant to Section 301) shall be applicable to Securities of any series. The Company shall Issuer or the Guarantors, as the case may be, shall, subject to the exceptions and limitations set forth below, pay to the Holder (including, for purposes of this Section 4, the beneficial owner) of this Note any Security who is a Non-U.S. Person (as defined below) United States Alien such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such HolderSecurity, after deduction or withholding by the Issuer, the Guarantors or any of their Paying Agents for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such Holder payment by the United States of America (or any political subdivision or taxing authority thereof or therein), will shall not be less than the amount provided in this Note such Security to be then due and payable (such amountspayable. However, neither the “Additional Amounts”); provided, however, that Issuer nor the Company Guarantors shall not be required to make any payment of Additional Amounts additional amounts for or on account of: (ia) any tax, assessment or other governmental charge that would not have been so imposed but for (Ai) the existence of any present or former connection between such Holder, Holder or the beneficial owner of such Security (or between a fiduciary, settlor, settler or beneficiary of, member or shareholder of, or possessor of a person holding a power over, such HolderHolder or such beneficial owner, if such Holder or such beneficial owner is an estate, estate or trust, or a member or shareholder of such Holder or such beneficial owner, if such Holder or such beneficial owner is a partnership or corporation, ) and the United States States, including, without limitation, such Holder, Holder or such beneficial owner (or such fiduciary, settlorsettler, beneficiary, memberperson holding a power, shareholder member or possessor, shareholder) being or having been a citizen or citizen, resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in therein or having or having had a permanent establishment therein, or (ii) such Holder’s or such beneficial owner’s present or former status as a personal holding company, foreign personal holding company, controlled foreign corporation or passive foreign investment company with respect to the United States of Americaor as a corporation that accumulates earnings to avoid United States federal income tax; (b) any tax, assessment or (B) other governmental charge which would not have been so imposed but for the presentation by the Holder of this Note such Security for payment on a date more than 30 days after the later of (x) the date on which such payment becomes became due and payable and (y) or the date on which payment thereof is duly provided for, whichever occurs later; (iic) any estate, inheritance, gift, sales, transfer, excise, personal property tax or any similar tax, assessment or other governmental charge; (iiid) any tax, assessment or other governmental charge imposed required to be withheld by reason any Paying Agent from any payment in respect of any Security, if such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income taxpayment can be made without such withholding by at least one other Paying Agent; (ive) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment payments in respect of principal of or interest on this Notesuch Security; (vf) any tax, assessment or other governmental charge required imposed on a Holder or beneficial owner of a Security or coupon that (i) actually or constructively owns 10 percent or more of the capital or profits interests of the Issuer or that is a controlled foreign corporation related to be withheld by the Issuer through stock ownership or (ii) is a bank described in Section 881(c)(3)(A) of the Code, or of any paying agent from provision of any payment of principal of or interest on this Note if successor revenue law similarly applicable to such payment can be made without withholding by any other paying agentbanks; (vig) any tax, assessment or other governmental charge which would not have been imposed but for as a result of the failure to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections connection with the United States of America of the Holder or beneficial owner of this Notea Security or coupon, if such compliance is required by statute or by regulation of the United States Treasury Department States, as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ixh) any combination of items (ia), (iib), (iiic), (ivd), (ve), (vif), (vii) and (viii) in this Section 4(ag); nor shall any Additional Amounts additional amounts be paid with respect to any payment on any such Security to a Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that such payment would be required by the laws of the United States (or any political subdivision thereof) to be included in the income for federal income tax purposes of a beneficiary or settlor settler with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, who would not have been entitled to the payment of such Additional Amounts the additional amounts had such beneficiary, settlorsettler, member or beneficial owner been the HolderHolder of such Security.

Payment of Additional Amounts. The Company shall pay to the Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment All payments of principal of and interest on this Note to such Holder, after the Notes will be made free and clear of and without withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge (collectively, “Taxes”) imposed upon by any Relevant Taxing Jurisdiction, unless the withholding of such Holder Taxes is required by law or the United States official interpretation or administration thereof. The Issuer will, subject to the exceptions and limitations set forth below, pay such additional amounts as are necessary in order that the net payment of America the principal of and interest on the Notes to a Holder, after deduction for any present or future Taxes of any taxing authority thereof or thereinRelevant Taxing Jurisdiction, imposed by withholding with respect to the payment, will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”)Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (ia) to any Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein having power to tax, assessment ) that are imposed or other governmental charge that would not have been imposed but for withheld solely by reason of the Holder or beneficial owner of the Notes (A) the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a Person holding a power over an estate or trust administered by a fiduciary holder) being considered as: (i) being or having been present or engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; (ii) having a current or former relationship with the United States, without limitation, such Holder, including a relationship as a citizen or such fiduciary, settlor, beneficiary, member, shareholder or possessor, resident thereof; (iii) being or having been a citizen foreign or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of Americadomestic personal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States federal income tax; (iv) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have having been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America a “10-percent shareholder” of the Holder Issuer or the Company under the Notes within the meaning of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(Bsection 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directivesuccessor provisions; or (ixv) being or having been a bank receiving interest described in section 881(c)(3)(A) of the Code or any combination successor provisions; (b) to any Taxes that are imposed or withheld by reason of items the existence of any present or former connection between the Holder or beneficial owner of such note (ior a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust administered by a fiduciary holder) and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such note or the receipt or enforcement of payments or deliveries thereunder), including such Holder or beneficial owner being or having been organized or incorporated in, a national, domiciliary or resident, or treated as a resident, of, or being or having been physically present or engaged in a trade or business, or having had a permanent establishment, in, such Relevant Taxing Jurisdiction; (ii), (iii), (iv), (v), (vi), (viic) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who that is not the sole beneficial owner of the Note, or a portion thereof, or that is a fiduciary or partnership partnership, but only to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or the fiduciary, a beneficial owner thereof, or member of the partnership would not have been entitled to the payment of such Additional Amounts an additional amount had such the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (d) to any Taxes that are imposed or withheld solely by reason of the failure to (i) comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction of, or other information relating to, the Holder or beneficial owner been of such Note, if compliance is required by the Relevant Taxing Jurisdiction for not falling under the scope of such Taxes (including for purposes of the Withholding Tax Xxx 0000 (Wet Bronbelasting 2021)), or as a precondition to relief or exemption from such Taxes (including the submission of an applicable United States Internal Revenue Service (“IRS”) Form W-8 (with any required attachments)) or (ii) comply with any information gathering and reporting requirements or to take any similar action (including entering into any agreement with the IRS), in each case, that are required to obtain the maximum available exemption from withholding by a Relevant Taxing Jurisdiction that is available to payments received by or on behalf of the Holder.; (e) to any Taxes that are imposed otherwise than by withholding from the payment; (f) to any Taxes that are imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than fifteen (15) days after the payment becomes due or is duly provided for, whichever occurs later; (g) to any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge; (h) to any Taxes required to be withheld by any Paying Agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by any other Paying Agent; (i) to any Taxes that are imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of such Notes for payment on a date more than 30 days after the date on which such payment became due and payable, except to the extent that the Holder or beneficial owner thereof would have been entitled to additional amounts had the Notes been presented for payment on any date during such thirty (30) day period; (j) to any backup withholding or any Taxes imposed under Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) 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; (k) to any Dutch withholding tax under the Withholding Tax Xxx 0000 (Wet bronbelasting 2021) imposed on a Holder or, where applicable, a beneficiary (voordeelsgerechtigde) of the Notes for purposes of the Withholding Tax Xxx 0000 (Wet bronbelasting 2021) that is an entity that is related (gelieerd) to the Issuer within the meaning of the Withholding Tax Xxx 0000 (Wet Bronbelasting 2021). An entity is considered related to the Issuer if (i) it directly or indirectly holds a Qualifying Interest (as defined below) in the Issuer, (ii) the Issuer directly or indirectly holds a Qualifying Interest in the entity, or (iii) a third party or a collaborating group (samenwerkende groep) directly or indirectly holds a Qualifying Interest in both the Issuer and the entity. The term “Qualifying Interest” means an interest that allows the holder of the interest to individually – or jointly in the case of a collaborating group – exert such a decisive influence on the Issuer’s decisions that such holder or such collaborating group can determine the Issuer’s activities (kwalificerend belang); or

Payment of Additional Amounts. The If any deduction or withholding for any present or future taxes, assessments or other governmental charges of (x) Bermuda or any political subdivision or governmental authority thereof or therein having power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Company or a successor corporation under the Notes, the Company or a successor corporation will pay to the each Holder (includingof Notes as additional interest, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts ("Additional Amounts") as may be necessary so in order that every the net payment of principal of and interest on this Note amounts paid to such Holderholder of such Notes who, after deduction or withholding for or on account of with respect to any present or future such tax, assessment or other governmental charge imposed upon charge, is not resident in, or a citizen of, such Holder by the United States of America jurisdiction, after such deduction or any taxing authority thereof or thereinwithholding, will shall be not be less than the amount provided specified in this Note such Notes to be then due and payable (which such amounts, the “Additional Amounts”)Holder is entitled; provided, however, that the Company or a successor corporation shall not be required to make any payment of Additional Amounts for or on account of: (ia) any Any tax, assessment or other governmental charge that would not have been imposed but for (Ai) the existence of any present or former connection between such Holder, Holder (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership partnership, limited liability company or corporation, ) and the United States taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder, Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor, ) being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been present or engaged in a trade or business therein or present in the United States of Americahaving or having had a permanent establishment therein, or (Bii) the presentation of this a Note (where presentation is required) for payment on a date more than 30 days after the later of (x) the date on which such payment becomes became due and payable and or (y) the date on which payment thereof is duly provided for, whichever occurs later, or (iii) the presentation of a Note for payment in Bermuda or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; (iib) any Any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iiic) any Any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which that is payable otherwise than by withholding from payment of principal of of, premium, if any, or any interest on this Notethe Notes; (vd) any Any tax, assessment or other governmental charge required to be that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with a request of the Company addressed to the Holder (i) to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make and deliver any paying agent from any payment declaration or other similar claim (other than a claim for refund of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any a tax, assessment or other governmental charge which would not have been withheld by the Company) or satisfy any information or reporting requirements, which, in the case of (i) or (ii), is required or imposed but for the failure to comply with certificationby a statute, informationtreaty, documentation regulation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America administrative practice of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department taxing jurisdiction as a precondition to relief or exemption from all or part of such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ixe) any Any combination of items (ia), (iib), (iii), (iv), (v), (vi), (viic) and (viiid) in this Section 4(a)above; nor shall any Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Note to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent that such payment would be required by the laws of (x) Bermuda or any political subdivision or governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax 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 partnership, limited liability company or a beneficial owner thereof, who would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the HolderHolder of such Note. The Company shall provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes, if any, by the Company. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. All references in this Indenture to principal of, premium, if any, and interest on the Notes shall include any Additional Amounts payable by the Company in respect of such principal, such premium, if any, and such interest.

Payment of Additional Amounts. The Company shall pay to (a) All payments made by the Holder (includingIssuer or the Note Guarantors under, for purposes of this Section 4or with respect to, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may Notes shall be necessary so that every net payment of principal of made free and interest on this Note to such Holderclear of, after and without withholding or deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed upon such Holder or levied by or on behalf of the United States, Mexico, Spain, the Netherlands, France, the United Kingdom, Switzerland or, in the event that the Issuer appoints additional paying agents, by the United States jurisdictions of America such additional paying agents (a “Taxing Jurisdiction”), unless the Issuer or such Note Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer or any taxing authority thereof Note Guarantor is so required to withhold or thereindeduct any amount for, will or on account of, such Taxes from any payment made under or with respect to the Notes, the Issuer or such Note Guarantor, as the case may be, shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction shall not be less than the amount provided in this Note such Holder would have received if such Taxes had not been required to be then due and payable (such amounts, the “Additional Amounts”)withheld or deducted; provided, however, that the Company shall not be required foregoing obligation to make any payment of pay Additional Amounts for or on account ofdoes not apply to: (i) any tax, assessment Taxes imposed solely because at any time there is or other governmental charge that would not have been imposed but for (A) the existence of any present or former was a connection between such Holderthe Holder and a Taxing Jurisdiction (other than the mere purchase of the Notes, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor receipt of a power over, such Holder, if such Holder is an estate, trust, partnership payment or corporation, and the United States including, without limitation, such Holder, ownership or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been holding of a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;Note), (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;Tax imposed with respect to the Notes, (iii) any tax, assessment Taxes imposed solely because the Holder or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure person fails to comply with any certification, information, documentation identification or other reporting requirements requirement concerning the nationality, residence, identity or connections connection with the United States of America a Taxing Jurisdiction of the Holder or any beneficial owner of this Note, the Note if such compliance is required by statute or by regulation the applicable law of the United States Treasury Department Taxing Jurisdiction as a precondition to relief exemption from, or exemption from such reduction in the rate of, the tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations Issuer has given the Holders at least 30 days’ notice that may Holders shall be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect required to the Company within the meaning of the Code;provide such information and identification, (viiiiv) any Taxes payable otherwise than by deduction or withholding or deduction that is from payments on the Notes, (v) any Taxes imposed on a payment to or for the benefit of an individual and is required to be made pursuant to that European Union Council Directive relating to 2003/48/EC or any other directive implementing the taxation conclusions of savings adopted on June 3the ECOFIN Council meeting of November 26-27, 2003 by the European Union’s Economic and Financial Affairs Council, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; directives, (vi) any Taxes that would have been avoided by presenting for payment (where presentation is required) the relevant Note to another Paying Agent, (vii) any Taxes with respect to such Note presented for payment more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for and notice thereof given to Holders, whichever occurs later, except to the extent that the Holders of such Note would have been entitled to such Additional Amounts on presenting such Note for payment on any date during such 30 day period, or (ixviii) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid payment on the Note to any a Holder who that is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary or fiduciary, a member of such a partnership or a the beneficial owner thereof, of the payment would not have been entitled to the payment of such Additional Amounts had such the beneficiary, settlor, member or beneficial owner been the HolderHolder of the Note. (c) The obligations in Section 3.21(a) and Section 3.21(b) shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor to the Issuer or any Note Guarantor, as the case may be. The Issuer or such Note Guarantor, as applicable, shall (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Taxing Jurisdiction in accordance with applicable law. The Issuer or such Note Guarantor, as applicable, shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Jurisdiction imposing such Taxes and shall furnish such certified copies to the Trustee within 30 days after the date the payment of any Taxes so deducted or so withheld is due pursuant to applicable law or, if such tax receipts are not reasonably available to the Issuer or such Note Guarantor, as applicable, furnish such other documentation that provides reasonable evidence of such payment by the Issuer or such Note Guarantor, as applicable. (d) The exception to the Issuer’s obligations to pay Additional Amounts stated in clause (iii) of Section 3.21(b) will not apply if (i) the provision of information, documentation or other evidence described in such clause would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a holder or beneficial owner of a Note than comparable information or other reporting requirements imposed under U.S. tax law, regulation (including proposed regulations) and administrative practice or (ii) Article 195, Section II, paragraph (a) of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) (or a substitute or equivalent provision) is in effect, unless (A) the provision of the information, documentation or other evidence described in such clause is expressly required by the applicable Mexican laws and regulations in order to apply Article 195, Section II, paragraph (a) of the Mexican Income Tax Law (or substitute or equivalent provision), (B) the Issuer or any Note Guarantor cannot obtain the information, documentation or other evidence necessary to comply with the applicable Mexican laws and regulations on their own through reasonable diligence and (C) the Issuer or any Note Guarantor would not otherwise meet the requirements for application of the applicable Mexican laws and regulations. In addition, clause (b)(iii) of Section 3.21(b) does not require, and shall not be construed to require, that any holder, including any non-Mexican pension fund, retirement fund, tax-exempt organization or financial institution, register with the Tax Management Service (Servicio de Administración Tributaria) or the Mexican Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) to establish eligibility for an exemption from, or a reduction of, Mexican withholding taxes. (e) Any reference in this Indenture, any supplemental indenture or the Notes to principal, premium, interest or any other amount payable in respect of the Notes by the Issuer shall be deemed also to refer to any Additional Amount that may be payable with respect to that amount under the obligations referred to in this subsection. Payment of any Additional Amounts with respect to interest shall be considered as an interest payment under, or with respect to, the Notes. (f) In the event that Additional Amounts actually paid with respect to the Notes pursuant to this Section 3.21 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 a claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, and without any further action, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuer. However, by making such assignment, the Holder makes no representation or warranty that the Issuer shall be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. The Company shall pay to the Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment All payments of principal of and interest on this Note to such Holder, after the Notes will be made free and clear of and without withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge (collectively, “Taxes”) imposed upon by any Relevant Taxing Jurisdiction, unless the withholding of such Holder Taxes is required by law or the United States official interpretation or administration thereof. The Issuer will, subject to the exceptions and limitations set forth below, pay such additional amounts as are necessary in order that the net payment of America the principal of and interest on the Notes to a Holder, after deduction for any present or future Taxes of any taxing authority thereof or thereinRelevant Taxing Jurisdiction, imposed by withholding with respect to the payment, will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”)Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (ia) to any Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein having power to tax, assessment ) that are imposed or other governmental charge that would not have been imposed but for withheld solely by reason of the Holder or beneficial owner of the Notes (A) the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a Person holding a power over an estate or trust administered by a fiduciary holder) being considered as: (i) being or having been present or engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; (ii) having a current or former relationship with the United States, without limitation, such Holder, including a relationship as a citizen or such fiduciary, settlor, beneficiary, member, shareholder or possessor, resident thereof; (iii) being or having been a citizen foreign or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of Americadomestic personal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States federal income tax; (iv) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have having been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America a “10-percent shareholder” of the Holder Issuer or the Company under the Notes within the meaning of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(Bsection 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directivesuccessor provisions; or (ixv) being or having been a bank receiving interest described in section 881(c)(3)(A) of the Code or any combination successor provisions; (b) to any Taxes that are imposed or withheld by reason of items the existence of any present or former connection between the holder or beneficial owner of such note (ior a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder) and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such note or the receipt or enforcement of payments or deliveries thereunder), including such holder or beneficial owner being or having been organized or incorporated in, a national, domiciliary or resident, or treated as a resident, of, or being or having been physically present or engaged in a trade or business, or having had a permanent establishment, in, such Relevant Taxing Jurisdiction; (ii), (iii), (iv), (v), (vi), (viic) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who that is not the sole beneficial owner of the Note, or a portion thereof, or that is a fiduciary or partnership partnership, but only to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or the fiduciary, a beneficial owner thereof, or member of the partnership would not have been entitled to the payment of such Additional Amounts an additional amount had such the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (d) to any Taxes that are imposed or withheld solely by reason of the failure to (i) comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction of, or other information relating to, the Holder or beneficial owner been of such Note, if compliance is required by the Relevant Taxing Jurisdiction for not falling under the scope of such Taxes (including for purposes of the Withholding Tax Xxx 0000 (Wet Bronbelasting 2021)), or as a precondition to relief or exemption from such Taxes (including the submission of an applicable United States Internal Revenue Service (“IRS”) Form W-8 (with any required attachments)) or (ii) comply with any information gathering and reporting requirements or to take any similar action (including entering into any agreement with the IRS), in each case, that are required to obtain the maximum available exemption from withholding by a Relevant Taxing Jurisdiction that is available to payments received by or on behalf of the Holder.; (e) to any Taxes that are imposed otherwise than by withholding from the payment; (f) to any Taxes that are imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than fifteen (15) days after the payment becomes due or is duly provided for, whichever occurs later; (g) to any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge; (h) to any Taxes required to be withheld by any Paying Agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by any other Paying Agent; (i) to any Taxes that are imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of such Notes for payment on a date more than 30 days after the date on which such payment became due and payable, except to the extent that the Holder or beneficial owner thereof would have been entitled to additional amounts had the Notes been presented for payment on any date during such thirty (30) day period; (j) to any backup withholding or any Taxes imposed under Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) 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; (k) to any Dutch withholding tax under the Withholding Tax Xxx 0000 (Wet bronbelasting 2021) imposed on a Holder or, where applicable, a beneficiary (voordeelsgerechtigde) of the Notes for purposes of the Withholding Tax Xxx 0000 (Wet bronbelasting 2021) that is an entity that is related (gelieerd) to the Issuer within the meaning of the Withholding Tax Xxx 0000 (Wet Bronbelasting 2021). An entity is considered related to the Issuer if (i) it directly or indirectly holds a Qualifying Interest (as defined below) in the Issuer, (ii) the Issuer directly or indirectly holds a Qualifying Interest in the entity, or (iii) a third party or a collaborating group (samenwerkende groep) directly or indirectly holds a Qualifying Interest in both the Issuer and the entity. The term “Qualifying Interest” means an interest that allows the holder of the interest to individually – or jointly in the case of a collaborating group – exert such a decisive influence on the Issuer’s decisions that such holder or such collaborating group can determine the Issuer’s activities (kwalificerend belang); or

Payment of Additional Amounts. The Company shall pay to the any Holder (includingwhich term, for purposes of this Section 4, the includes each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any political subdivision or taxing authority thereof or thereintherein (including any tax, assessment or other governmental charge imposed on the additional amounts so paid as provided for in this Section 4(a)), will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been is imposed but for or withheld solely by reason of (A) the existence of any present or former connection (other than a connection arising solely from the ownership of the Notes or the receipt of payments or enforcement of rights in respect of the Notes) between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States includingStates, without limitation, including such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, (1) being or having been a citizen or resident of the United States of America or treated as a resident thereof or of the United States, (2) being or having been present in, or engaged in a trade or business in, the United States, (3) being treated as having been present in, or present engaged in a trade or business in, the United States, or (4) having or having had a permanent establishment in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided forStates; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such XxxxxxHolder’s past or present status as a passive foreign investment personal holding company, a controlled foreign corporation corporation, a passive foreign investment company or a personal holding company foreign private foundation or other foreign tax-exempt organization with respect to the United States of America, or as a corporation which that accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on this Notesuch Holder’s Notes; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of the Holder to comply (to the extent that it is legally able to do so) with a request to satisfy any applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this NoteHolder, if such compliance is required by statute or by regulation of the United States U.S. Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any withholding required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or any agreement (including any intergovernmental agreement) entered into in connection therewith; (viii) any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (ix) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect that is related to the Company within the meaning of Section 864(d)(4) of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ixx) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (viiiix) in this Section 4(a); nor . In addition, to the extent described below, the Company shall not pay any Additional Amounts be paid to any Holder who that is a fiduciary fiduciary, partnership, limited liability company or partnership other fiscally transparent entity. This exception will apply to a Holder that is a fiduciary, partnership, limited liability company or other fiscally transparent entity only to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership the fiduciary, or a beneficial owner thereofor member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the payment of such an Additional Amounts Amount had such the beneficiary, settlor, member or beneficial owner been or member received directly its beneficial or distributive share of the Holderpayment subject to the tax, assessment or other governmental charge as to which withholding or another deduction occurs.

Payment of Additional Amounts. (a) The Company shall pay will, subject to the Holder (includingexceptions and limitations set forth below, for purposes of this Section 4, pay as additional interest on the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) Notes such additional amounts as may be are necessary so in order that every the net payment by the Company of the principal of and interest on this Note the Notes to such Holdera Holder who is not a United States person (as defined below), after withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any a taxing authority thereof in the United States (including any withholding or thereindeduction with respect to the payment of such additional amounts), will not be less than the amount provided in this Note the Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (i1) to any tax, assessment or other governmental charge that is imposed by reason of the Holder (or the beneficial owner for whose benefit such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder or beneficial owner if the Holder or beneficial owner is an estate, trust, partnership, corporation or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (a) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States; (b) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment thereon or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States; (c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States federal income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax; (d) being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or (e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (2) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of such additional amounts had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence failure of the Holder or any present other person to comply with any certification, identification or former information reporting requirements concerning the nationality, residence, identity or connection between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and with the United States includingof such Holder or other person, without limitationif compliance is required by statute, such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident by regulation of the United States of America or treated as a resident thereof any taxing authority therein or being or having been engaged in trade or business or present in by an applicable income tax treaty to which the United States of Americais a party as a precondition to exemption from, or reduction in, such tax, assessment or other governmental charge; (B4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the presentation of this Note Company or a paying agent from payments on the Notes; (5) to any tax, assessment or other governmental charge that would not have been imposed but for payment on a date change in law, regulation, or administrative or judicial interpretation that becomes effective more than 30 15 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof or is duly provided for, whichever occurs later; (ii6) to any estate, inheritance, gift, sales, excise, transfer, excisewealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (iii7) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note any Note, if such payment can be made without such withholding by any presenting such Note (where presentation is required) to at least one other paying agent; (vi) 8) to any tax, assessment or other governmental charge which that would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of presentation by the Holder of this any Note, if such compliance where presentation is required by statute required, for payment on a date more than 30 days after the date on which payment became due and payable or by regulation of the United States Treasury Department as a precondition date on which payment thereof is duly provided for, whichever occurs later; (9) to relief or exemption from such any tax, assessment or other governmental chargecharge that is imposed or withheld solely by reason of the beneficial owner being a bank (i) purchasing the Notes in the ordinary course of its lending business or (ii) that is neither (A) buying the Notes for investment purposes only nor (B) buying the Notes for resale to a third-party that either is not a bank or holding the Notes for investment purposes only; (vii10) to any tax, assessment or other governmental charge imposed on interest received by under Sections 1471 through 1474 of the Code (A) a 10% shareholder (as defined in or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 871(h)(3)(B1471(b) of the United States Internal Revenue Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning such sections of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix11) in the case of any combination of items (i1), (ii2), (iii3), (iv4), (v5), (vi6), (vii7), (8), (9), and (10). (b) The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as specifically provided under this Section 3.01, the Company will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. (c) As used under this Section 3.01 and Section 2.08 hereof, the term “United States” means the United States of America (including the states of the United States and the District of Columbia and any political subdivision thereof) and (viii) in this Section 4(a); nor shall the term “United States person” means any Additional Amounts be paid to any Holder individual who is a fiduciary citizen or partnership to resident of the extent that United States for U.S. federal income tax purposes, a beneficiary or settlor with respect to such fiduciary or a member of such corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a beneficial owner thereofpartnership that is not treated as a United States person under any applicable Treasury regulations), would not have been entitled or any estate or trust the income of which is subject to the payment United States federal income taxation regardless of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holderits source.

Payment of Additional Amounts. The Company shall pay to the Holder (including, for purposes of this Section 4, the beneficial owner) of this Note any Securityholder who is a Nonnon-U.S. Person (as defined below) United States person such additional amounts ("Additional Amounts") as may be necessary so in order that every net payment in respect of principal of and interest the principal, premium, if any, or interest, if any, on this Note to such HolderSecurities, after deduction or withholding by the Company or any Paying Agent for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such Holder payment by the United States of America or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided for in this Note such Securities to be then due and payable (before any such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts deduction or withholding for or on account ofof any such tax, assessment or governmental charge. The foregoing obligation to pay such Additional Amounts shall not apply to: (ia) any tax, assessment or other governmental charge that which would not have been so imposed but for for: (Ai) the existence of any present or former connection between such Holder, Securityholder (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor holder of a power over, such HolderSecurityholder, if such Holder Securityholder is an estate, trust, partnership or corporation, ) and the United States States, including, without limitation, such Holder, Securityholder (or such fiduciary, settlor, beneficiary, member, shareholder of, or possessor, holder of a power) being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in a trade or business therein or being or having been present in the United States of Americatherein or having or having had a permanent establishment therein, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;or (ii) any estate, inheritance, gift, sales, transfer, excise, personal property such Securityholder's present or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present former status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the or foreign personal holding company or controlled foreign corporation for United States of America, federal income tax purposes or as a corporation which accumulates earnings to avoid United States federal income tax; (ivb) any tax, assessment or other governmental charge which would not have been so imposed but for the presentation by the Securityholder for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (c) any estate, inheritance, gift, sales, transfer, personal property or excise tax or any similar tax, assessment or governmental charge; (d) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment payments in respect of principal of or interest interest, if any, on this Noteany of the Securities; (ve) any tax, assessment or other governmental charge imposed on interest received by a Securityholder or beneficial owner of the Securities who actually or constructively owns 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote within the meaning of Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended; (f) any tax, assessment or other governmental charge imposed as a result of the failure to comply with: (i) certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the United States of the Securityholder or beneficial owner of the Securities, if such compliance is required by statute, or by regulation of the United States Treasury Department, as a precondition to relief or exemption from such tax, assessment or other governmental charge (including backup withholding), or (ii) any other certification, information, documentation, reporting or other similar requirements under United States income tax laws or regulations that would establish entitlement to otherwise applicable relief or exemption from such tax, assessment or other governmental charge; (g) any tax, assessment or other governmental charge required to be withheld by any paying agent Paying Agent from any payment of the principal of or interest interest, if any, on this Note any of the Securities, if such payment can be made without such withholding by any at least one other paying agentPaying Agent; (vih) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that any European Union Directive relating to directive on the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, income or any law implementing or complying with, or introduced in order to conform to, any such Directivedirective; or (ixi) any combination of items (ia), (iib), (iiic), (ivd), (ve), (vif), (viig) and or (viii) in this Section 4(ah); nor shall any will such Additional Amounts be paid to any Holder Securityholder who is a fiduciary or partnership or other than the sole beneficial owner of the Securities to the extent that a settlor or beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, of the Securities would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the HolderSecurityholder. The Securities are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided under this Section 3, the Company shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.

Payment of Additional Amounts. (a) The Company shall pay will, subject to the Holder (includingexceptions and limitations set forth below, for purposes of this Section 4, pay as additional interest on the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) Notes such additional amounts as may be are necessary so in order that every the net payment by the Company of the principal of and interest on this Note the Notes to such Holdera Holder of the Notes who is not a United States person (as defined below), after withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any a taxing authority thereof or thereinin the United States, will not be less than the amount provided in this Note the Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (i1) to any tax, assessment or other governmental charge that is imposed by reason of the Holder (or the beneficial owner for whose benefit such Holder holds such Notes), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: a. being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States; b. having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States; c. being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax; d. being or having been a “10-percent shareholder” of the Guarantor as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or e. being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (2) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence failure of the Holder or any present other person to comply with certification, identification or former information reporting requirements concerning the nationality, residence, identity or connection between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and with the United States includingof the Holder or beneficial owner of the Notes, without limitationif compliance is required by statute, such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident by regulation of the United States of America or treated as a resident thereof any taxing authority therein or being or having been engaged in trade or business or present in by an applicable income tax treaty to which the United States of Americais a party as a precondition to exemption from such tax, assessment or other governmental charge; (4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by us or a paying agent from the payment; (5) to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or (B) the presentation of this Note for payment on a date administrative or judicial interpretation that becomes effective more than 30 15 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof or is duly provided for, whichever occurs later; (ii6) to any estate, inheritance, gift, sales, excise, transfer, excisewealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (iii7) to any tax, assessment withholding or other governmental charge deduction that is imposed by reason of such Xxxxxx’s past on a payment to an individual and that is required to be made pursuant to any law implementing or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of Americacomplying with, or as a corporation which accumulates earnings introduced in order to avoid United States federal income taxconform to, any European Union Directive on the taxation of savings; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) 8) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note any Notes, if such payment can be made without such withholding by any at least one other paying agent; (vi9) to any tax, assessment or other governmental charge which that would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of presentation by the Holder of this Noteany Notes, if such compliance where presentation is required by statute required, for payment on a date more than 30 days after the date on which payment became due and payable or by regulation of the United States Treasury Department as a precondition date on which payment thereof is duly provided for, whichever occurs later; (10) to relief or exemption from such any tax, assessment or other governmental chargecharge that is imposed or withheld solely by reason of the beneficial owner being a bank (i) purchasing the Notes in the ordinary course of its lending business or (ii) that is neither (A) buying the Notes for investment purposes only nor (B) buying the Notes for resale to a third-party that either is not a bank or holding the Notes for investment purposes only; (vii11) to any tax, assessment or other governmental charge imposed on interest received by under Sections 1471 through 1474 of the Internal Revenue Code (A) a 10% shareholder (as defined in or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 871(h)(3)(B1471(b) of the United States Internal Revenue Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) such sections of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Internal Revenue Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix12) in the case of any combination of items (i1), (ii2), (iii3), (iv4), (v5), (vi6), (vii7), (8), (9), (10) and (viii11) above. (b) The Notes are subject in this Section 4(a); nor shall any Additional Amounts be paid all cases to any Holder tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as specifically provided under this Article, we will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. (c) As used under this Article 5 and under Section 4.03, the term “United States” means the United States of America, the states of the United States, and the District of Columbia, and the term “United States person” means any individual who is a fiduciary citizen or partnership to resident of the extent that United States for U.S. federal income tax purposes, a beneficiary or settlor with respect to such fiduciary or a member of such corporation, partnership or a beneficial owner thereofother entity created or organized in or under the laws of the United States, would not have been entitled any state of the United States or the District of Columbia, or any estate or trust the income of which is subject to the payment United States federal income taxation regardless of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holderits source.

Payment of Additional Amounts. The Company (a) All payments made by the Guarantor of Guaranteed Securities Obligations in respect of the Securities shall pay to the Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment of principal free and clear of and interest on this Note to such Holder, after without withholding or deduction or withholding for or on account of any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever imposed upon or levied by or on behalf of the government of the United Kingdom, any territory of the United Kingdom or any authority or agency therein or thereof having the power to tax (collectively, “Taxes”), except to the extent such Holder Taxes are required to be withheld or deducted by law or by the United States interpretation or administration thereof. If the Guarantor is so required to withhold or deduct any amount for or on account of America Taxes from any payment of Guaranteed Securities Obligations made in respect of the Securities, the Guarantor shall pay such additional amounts (“Additional Amounts”) as may be necessary such that the net amount received by each Holder (including such Additional Amounts), after such withholding or any taxing authority thereof or thereindeduction, will shall not be less than the amount such Holder would have received if the Taxes had not been withheld or deducted; provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of no Additional Amounts for or on account ofwill be payable with respect to Taxes: (i1) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such Holder, Holder or beneficial owner of the Securities (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such HolderHolder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation, ) and the United States Kingdom or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder, Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor, ) being or having been a citizen or resident of the United States of America thereof or treated as a resident thereof or domiciled thereof or a national thereof or being or having been present or engaged in trade or business therein or present in the United States of America, having or (B) the presentation of this Note for payment on having had a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided forpermanent establishment therein; (ii2) any that are estate, inheritance, gift, sales, transfer, excisepersonal property, personal property wealth or similar taxtaxes, assessment duties, assessments or other governmental chargecharges; (iii3) any tax, assessment or payable other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment payments of principal of and premium, if any, or interest interest, if any, on this Notethe Securities; (v4) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which that would not have been imposed but for the failure of the applicable recipient of such payment to comply with any certification, identification, information, documentation or other reporting requirements concerning requirement to the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if extent (i) such compliance is required by statute applicable law or by regulation of the United States Treasury Department administrative practice or an applicable treaty as a precondition to relief exemption from, or exemption from reduction in, the rate of deduction or withholding of such taxTaxes; and (ii) at least thirty (30) days before the first payment date with respect to which such Additional Amounts shall be payable, assessment the Company or other governmental chargethe Guarantor, as the case may be, shall have notified such recipient in writing that such recipient shall be required to comply with such requirement; (vii5) any taxthat would not have been imposed but for the presentation of a Security (where presentation is required) for payment on a date more than thirty (30) days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Codewhichever occurred later; (viii6) any withholding or deduction that is are imposed on a payment to an individual and is are required to be made pursuant to that any European Union Directive relating to on the taxation of savings adopted income relating to the proposal for a directive on June 3, 2003 the taxation of savings income published by the European Union’s Economic and Financial Affairs CouncilECOFIN Council on December 13, 2001 or otherwise implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000, or any law implementing or complying with, or introduced in order to conform to, such Directivea directive; (7) that would not have been imposed if presentation for payment of the relevant Securities had been made to a paying agent other than the paying agent to which the presentation was made; or (ix) 8) any combination of items the foregoing clauses (i), 1) through (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a7); nor shall any Additional Amounts be paid with respect to Guaranteed Securities Obligations with respect to any Securities to any such Holder who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the HolderHolder of the Security. (b) The obligation of the Guarantor to pay Additional Amounts if and when due will survive the termination of this Indenture and the payment of all other amounts in respect of the Securities. (c) If, as a result of any consolidation, merger, conversion, conveyance, transfer or lease of the properties and assets of the Guarantor substantially as an entirety in accordance with Section 11.01, the successor Person formed by such consolidation, merger, or conversion, or to which such conveyance, transfer or lease is made is not organized under the laws of the United Kingdom, such successor Person will pay Additional Amounts on the same basis set forth in this Section 15.04, except that references to the “United Kingdom” will be treated as references to both the United Kingdom and the country in which such successor Person is organized or resident (or deemed resident for tax purposes).

Payment of Additional Amounts. The Company shall pay will, subject to the Holder (includingexceptions and limitations set forth below, for purposes of this Section 4, pay as additional interest on the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) Notes such additional amounts (“Additional Amounts”) as may be are necessary so in order that every the net payment by the Company or the Paying Agent of the principal of and interest on this Note the Notes to such Holdera Holder who is not a United States person, after withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge (“Tax”) imposed upon such Holder by the United States of America or any a taxing authority thereof or thereinin the United States, will not be less than the amount provided in this Note the Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company foregoing obligation to pay Additional Amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (ia) to any tax, assessment Tax that is imposed by reason of the Holder (or other governmental charge that would not have been imposed but the beneficial owner for (A) whose benefit such Holder holds the existence of any present or former connection between such HolderNotes), or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (i) being or having been engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; (ii) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, without limitationthe receipt of any payment or the enforcement of any rights hereunder), such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, including being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental chargeStates; (iii) any taxbeing or having been a personal holding company, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation for U.S. federal income tax purposes or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States U.S. federal income tax; (iv) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment having been a “10-percent shareholder” of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (us as defined in Section 871(h)(3)(B871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder; (v) of the Company or (B) being a controlled foreign corporation with respect that is related to the Company within the meaning of Section 864(d)(4) of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ixvi) any combination being a bank receiving payments on an extension of items credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (i), (ii), (iii), (iv), (v), (vi), (viib) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary fiduciary, partnership or partnership limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to such fiduciary or a member of such partnership the fiduciary, or a beneficial owner thereof, or member of the partnership or limited liability company would not have been entitled to the payment of such an Additional Amounts Amount had such the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (c) to any Tax that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such Tax; (d) to any Tax that is imposed otherwise than by withholding by the Company or a paying agent from the payment; (e) to any Tax that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the Holderpayment becomes due or is duly provided for, whichever occurs later; (f) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property or similar Tax; (g) to any Tax required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by at least one other paying agent; (h) to any Tax that would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (i) to any Tax imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), 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; or (j) in the case of any combination of clauses (a) through (i) above.

Payment of Additional Amounts. The Company shall pay will, subject to the Holder (includingexceptions and limitations set forth below, for purposes of this Section 4, pay as additional interest on the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) Notes such additional amounts as may be are necessary so in order that every the net payment by the Company or the Paying Agent of the principal of and interest on this Note the Notes to such Holdera Holder who is not a United States person (as defined below), after withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any a taxing authority thereof or therein, in the United States will not be less than the amount provided in this Note the Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (i1) to any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (a) being or having been engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; (b) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, without limitationthe receipt of any payment or the enforcement of any rights hereunder), such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, including being or having been a citizen or resident of the United States of America or treated as a resident thereof or States; (c) being or having been engaged a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; (d) being or having been a “10-percent shareholder” of the Parent as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or (e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business business; (2) to any Holder that is not the sole beneficial owner of the Notes, or present in a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of Americathe Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge; (4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment; (5) to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or (B) the presentation of this Note for payment on a date administrative or judicial interpretation that becomes effective more than 30 15 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof or is duly provided for, whichever occurs later; (ii6) to any estate, inheritance, gift, sales, excise, transfer, excisewealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (iii7) to any tax, assessment withholding or other governmental charge deduction that is imposed by reason of such Xxxxxx’s past on a payment to an individual and that is required to be made pursuant to any law implementing or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of Americacomplying with, or as a corporation which accumulates earnings introduced in order to avoid United States federal income taxconform to, any European Union Directive on the taxation of savings; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) 8) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note any Note, if such payment can be made without such withholding by any at least one other paying agent; (vi9) to any tax, assessment or other governmental charge which that would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of presentation by the Holder of this any Note, if such compliance where presentation is required by statute required, for payment on a date more than 30 days after the date on which payment became due and payable or by regulation of the United States Treasury Department as a precondition to relief or exemption from such taxdate on which payment thereof is duly provided for, assessment or other governmental chargewhichever occurs later; (vii10) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to Sections 1471 through 1474 of the taxation of savings adopted on June 3, 2003 by Code and related Treasury regulations and pronouncements (the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such DirectiveForeign Account Tax Compliance Act); or (ix11) in the case of any combination of items (i1), (ii2), (iii3), (iv4), (v5), (vi6), (vii7), (8), (9) and (viii) 10). The Notes are subject in this Section 4(a); nor shall any Additional Amounts be paid all cases to any Holder who is a fiduciary tax, fiscal or partnership other law or regulation or administrative or judicial interpretation applicable to the extent that a beneficiary Notes. Except as specifically provided under this paragraph “Payments of Additional Amounts,” the Company will not be required to make any payment for any tax, assessment or settlor with respect to such fiduciary other governmental charge imposed by any government or a member political subdivision or taxing authority of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member in any government or beneficial owner been the Holderpolitical subdivision.

Payment of Additional Amounts. The Company shall pay to (a) All payments made by the Holder (includingIssuer or the Note Guarantors under, for purposes of this Section 4or with respect to, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may Notes shall be necessary so that every net payment of principal of made free and interest on this Note to such Holderclear of, after and without withholding or deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed upon such Holder or levied by or on behalf of the United States, Mexico, Spain, the Netherlands, France, the United Kingdom, Switzerland or, in the event that the Issuer appoints additional paying agents, by the United States jurisdictions of America such additional paying agents (a “Taxing Jurisdiction”), unless the Issuer or such Note Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer or any taxing authority thereof Note Guarantor is so required to withhold or thereindeduct any amount for, will or on account of, such Taxes from any payment made under or with respect to the Notes, the Issuer or such Note Guarantor, as the case may be, shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction shall not be less than the amount provided in this Note such Holder would have received if such Taxes had not been required to be then due and payable (such amounts, the “Additional Amounts”)withheld or deducted; provided, however, that the Company shall not be required foregoing obligation to make any payment of pay Additional Amounts for or on account ofdoes not apply to: (i) any tax, assessment Taxes imposed solely because at any time there is or other governmental charge that would not have been imposed but for (A) the existence of any present or former was a connection between such Holderthe Holder and a Taxing Jurisdiction (other than the mere purchase of the Notes, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor receipt of a power over, such Holder, if such Holder is an estate, trust, partnership payment or corporation, and the United States including, without limitation, such Holder, ownership or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been holding of a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;Note), (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;Tax imposed with respect to the Notes, (iii) any tax, assessment Taxes imposed solely because the Holder or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure person fails to comply with any certification, information, documentation identification or other reporting requirements requirement concerning the nationality, residence, identity or connections connection with the United States of America a Taxing Jurisdiction of the Holder or any beneficial owner of this Note, the Note if such compliance is required by statute or by regulation the applicable law of the United States Treasury Department Taxing Jurisdiction as a precondition to relief exemption from, or exemption from such reduction in the rate of, the tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations Issuer has given the Holders at least 30 days’ notice that may Holders shall be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect required to the Company within the meaning of the Code;provide such information and identification, (viiiiv) any Taxes payable otherwise than by deduction or withholding or deduction that is from payments on the Notes, (v) any Taxes imposed on a payment to or for the benefit of an individual and is required to be made pursuant to that European Union Council Directive relating 2003/48/EC (as amended from time to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, time) or any law implementing or complying with, or introduced in order to conform to, such Directive; , (vi) any Taxes that would have been avoided by presenting for payment (where presentation is required) the relevant Note to another Paying Agent, (vii) any Taxes with respect to such Note presented for payment more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for and notice thereof given to Holders, whichever occurs later, except to the extent that the Holders of such Note would have been entitled to such Additional Amounts on presenting such Note for payment on any date during such 30 day period, or (ixviii) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid payment on the Note to any a Holder who that is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary or fiduciary, a member of such a partnership or a the beneficial owner thereof, of the payment would not have been entitled to the payment of such Additional Amounts had such the beneficiary, settlor, member or beneficial owner been the HolderHolder of the Note. (c) The obligations in Section 3.21(a) and Section 3.21(b) shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor to the Issuer or any Note Guarantor, as the case may be. The Issuer or such Note Guarantor, as applicable, shall (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Taxing Jurisdiction in accordance with applicable law. The Issuer or such Note Guarantor, as applicable, shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Jurisdiction imposing such Taxes and shall furnish such certified copies to the Trustee within 30 days after the date the payment of any Taxes so deducted or so withheld is due pursuant to applicable law or, if such tax receipts are not reasonably available to the Issuer or such Note Guarantor, as applicable, furnish such other documentation that provides reasonable evidence of such payment by the Issuer or such Note Guarantor, as applicable. (d) The exception to the Issuer’s obligations to pay Additional Amounts pursuant to clause (iii) of Section 3.21(b) will not apply if (i) the provision of information, documentation or other evidence described in such clause would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note than comparable information or other reporting requirements imposed under U.S. tax law, regulation (including proposed regulations) and administrative practice, or (ii) Article 166, Section II, paragraph (a), of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) (or a substitute or equivalent provision) is in effect, unless (A) the provision of the information, documentation or other evidence described in clause (iii) of Section 3.21(b) is expressly required by the applicable Mexican laws and regulations in order to apply Article 166, Section II, paragraph (a), of the Mexican Income Tax Law (or substitute or equivalent provision), (B) the Issuer or any Note Guarantor cannot obtain the information, documentation or other evidence necessary to comply with the applicable Mexican laws and regulations on its own through reasonable diligence and (C) the Issuer or any Note Guarantor would not otherwise meet the requirements for application of the applicable Mexican laws and regulations. (e) Clause (iii) of Section 3.21(b) does not require, and shall not be construed to require, that any holder, including any non-Mexican pension fund, retirement fund, tax-exempt organization or financial institution, register with the Tax Management Service (Servicio de Administración Tributaria) or the Mexican Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) to establish eligibility for an exemption from, or a reduction of, Mexican withholding taxes. (f) Any reference in this Indenture, any supplemental indenture or the Notes to principal, premium, interest or any other amount payable in respect of the Notes by the Issuer shall be deemed also to refer to any Additional Amount that may be payable with respect to that amount under the obligations referred to in this subsection. Payment of any Additional Amounts with respect to interest shall be considered as an interest payment under, or with respect to, the Notes. (g) The Issuer will ensure that it maintains a paying agent, in a European Union Member State, that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC (as amended from time to time) or any law implementing or complying with, or introduced in order to conform to, such Directive. (h) In the event that Additional Amounts actually paid with respect to the Notes pursuant to this Section 3.21 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 a claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, and without any further action, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuer. However, by making such assignment, the Holder makes no representation or warranty that the Issuer shall be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

Payment of Additional Amounts. The All payments in respect of the Notes will be made by or on behalf of the Company shall pay to the Holder (includingwithout withholding or deduction for, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of of, any present or future taxtaxes, assessment duties, assessments or other governmental charge charges of whatever nature, imposed upon such Holder or levied by the United States of America or any taxing authority thereof or therein, unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company will pay to a holder who is not a United States person such additional amounts on the Notes as are necessary in order that the net payment of the principal of, and premium or redemption price, if any, and interest on, such Notes to a holder, after such withholding or deduction, will not be less than the amount provided in this Note such Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company shall foregoing obligation to pay additional amounts will not be required to make any payment of Additional Amounts for or on account ofapply: (i1) to any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such Holderholder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the holder if such Holder the holder is an estate, trust, partnership or corporation, and or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as; (A) being or having been engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; (B) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, without limitationthe receipt of any payment or the enforcement of any rights thereunder), such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, including being or having been a citizen or resident of the United States; (C) being a controlled foreign corporation related to the Company directly, indirectly or constructively through stock ownership for United States federal income tax purposes; (D) being an owner of America a 10% or treated greater interest in voting stock of the Company within the meaning of Section 871(h)(3) of the U.S. Internal Revenue Code of 1986, as amended (the ‘‘Code’’) or any successor provision; or (E) being a resident thereof or being or having been engaged bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business business; (2) to any holder that is not the sole beneficial owner of such Notes, or present in a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly from the Company its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or beneficial owner of the applicable Note, to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of Americathe holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or (B) any taxing authority therein or by an applicable income tax treaty to which the presentation of this Note for payment on United States is a date more than 30 days after the later of (x) the date on which party as a precondition to exemption from such payment becomes due and payable and (y) the date on which payment thereof is duly provided fortax, assessment or other governmental charge; (ii4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding from the payment; (5) to any estate, inheritance, gift, sales, transfer, excisewealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (iii6) to any taxwithholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any other Directive amending, assessment supplementing or other governmental charge imposed by reason of replacing such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of AmericaDirective, or as a corporation which accumulates earnings any law implementing or complying with, or introduced in order to avoid United States federal income taxconform to, such Directive or Directives; (iv7) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note any such Note, if such payment can be made without such withholding by any at least one other paying agentagent in a member state of the European Union; (vi) 8) to any tax, assessment or other governmental charge which that would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning presentation by the nationality, residence, identity or connections with the United States holder of America of the Holder of this any such Note, if where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, except to the extent that the holder or beneficial owner thereof would have been entitled to additional amounts had the Note been presented for payment on the last day of such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge30 day period; (vii9) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to Sections 1471 through 1474 of the taxation of savings adopted on June 3, 2003 by the European Union’s Economic Code and Financial Affairs Council, related Treasury regulations and pronouncements or any law successor provisions thereto (that are substantively comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof in any jurisdiction implementing or complying with, or introduced in order to conform to, such Directivean intergovernmental approach thereto; or (ix10) in the case of any combination of items (i)1)-(9) of this clause 8. Except as specifically provided by this provision, (ii)the Company will not be required to make any payment for any tax, (iii)duty, (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall assessment or governmental charge of whatever nature imposed by any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary government or a member political subdivision or taxing authority of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member in any government or beneficial owner been the Holderpolitical subdivision.

Payment of Additional Amounts. (a) The Company shall pay Issuer will, subject to the Holder exceptions and limitations set forth below, pay such additional amounts (including, for purposes “Additional Amounts”) as will result in the receipt by each beneficial owner of this Section 4, the beneficial owner) of this a Note who that is not a Non-U.S. Person United States person (as defined in clause (c) below) of such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holderamounts, after withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any a taxing authority thereof in the United States (including any withholding or therein, will not be less than deduction with respect to the amount provided in this Note to be then due and payable (payment of such additional amounts, the “Additional Amounts”)) as would have been received had no such withholding or deduction been required; provided, however, that the Company foregoing obligation to pay Additional Amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (i1) to any tax, assessment or other governmental charge that would not have been is imposed but by reason of the Holder (or the beneficial owner for (A) the existence of any present or former connection between whose benefit such HolderHolder holds such Note), or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder or other equity owner of, or possessor of a power over, such Holder, the Holder or beneficial owner if such the Holder or beneficial owner is an estate, trust, partnership partnership, corporation or corporationother entity, and being considered as: (a) being or having been engaged in a trade or business in the United States includingor having been present in the United States or having had a permanent establishment in the United States; (b) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, without limitationthe receipt of any payment thereon or the enforcement of any rights thereunder), such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, including being or having been a citizen or resident of the United States of America or treated as a resident thereof or States; (c) being or having been engaged in trade or business or present in the United States of Americaa personal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the foreign tax exempt organization for United States of America, federal income tax purposes or as a corporation which accumulates that has accumulated earnings to avoid United States federal income tax; (ivd) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have having been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America a “10-percent shareholder” of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (Issuer as defined in Section 871(h)(3)(B871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and or any successor provision; or (e) being or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the regulations ordinary course of its trade or business; (2) to any Holder that may be promulgated thereunder) is not the sole beneficial owner of the Company Notes, or (B) a controlled foreign corporation portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3Holder, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership the fiduciary, or a beneficial owner thereof, or member of the partnership or limited liability company would not have been entitled to the payment of such Additional Amounts had such the beneficiary, settlor, member or beneficial owner or member received directly its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would not have been imposed but for the Holderfailure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of such Holder or other person, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction in, such tax, assessment or other governmental charge; (4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding or deducting from payments on the Notes; (5) to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, treaty, regulation or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (6) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (7) to any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of or premium, if any, or interest on any note, if such payment can be made without such withholding by at least one other Paying Agent; (8) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (9) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreement 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; or (10) in the case of any combination of clauses (1), (2), (3), (4), (5), (6), (7), (8) and (9). (b) The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as specifically provided under this Section 2.07, the Issuer will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision. (c) As used under this Section 2.07, the term “United States” means the United States of America (including the states of the United States and the District of Columbia and any political subdivision thereof) and the term “United States person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), or any estate or trust the income of which is subject to United States federal income taxation regardless of its source.

Payment of Additional Amounts. The Company shall pay to the Holder (including, for purposes of this Section 4, the each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, America or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed on foreign personal holding company income or by reason of such XxxxxxHolder’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, America or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary fiduciary, or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder.

Payment of Additional Amounts. The Company shall will pay as additional interest on the Notes or Coupons to the Holder (including, for purposes holder of this Section 4, the beneficial owner) of this any Note or Coupon who is a Non-U.S. Person United States Alien (as defined below) such additional amounts Additional Amounts as may be necessary so in order that every net payment by the Company or any Paying Agent of the principal of and or interest on this such Note to such Holderor Coupons (including upon redemption), after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such Holder payment by the United States of America or any political subdivision or taxing authority thereof or therein, will not be less than the amount provided for in this such Note or in such Coupon to be then due and payable (before any such amountstax, the “Additional Amounts”)assessment or other governmental charge; provided, however, that the Company foregoing obligation to pay Additional Amounts shall not be required to make any payment of Additional Amounts for or on account ofapply to: (ia) any tax, assessment or other governmental charge that which would not have been so imposed but for (Ai) the existence of any present or former connection between such Holder, holder (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a person having a power over, such Holderholder, if such Holder holder is an estate, a trust, a partnership or a corporation, ) and the United States States, including, without limitation, such Holder, holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor, person having such a power) being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in a trade or business therein or being or having been present in the United States of Americatherein or having or having had a permanent establishment therein, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) the failure of such holder to comply with any estate, inheritance, gift, sales, transfer, excise, personal property requirement under United States income tax laws or similar regulations to establish entitlement to exemption from such tax, assessment or other governmental charge, (iii) such holder's present or former status as a personal holding company or a foreign personal holding company with respect to the United States, as a controlled foreign corporation with respect to the United States, as a passive foreign investment company with respect to the United States, as a foreign tax exempt organization with respect to the United States or as a corporation which accumulates earnings to avoid United States Federal income tax, or (iv) payment being made in the United States; (iiib) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past the holder (i) owning or present status having owned, directly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of stock of the Company, (ii) being a bank receiving interest described in Section 881(c)(3)(A) of the United States Internal Revenue Code of 1986, as a passive foreign investment companyamended, or (iii) being a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings that is related to avoid United States federal income taxthe Company by stock ownership; (ivc) any tax, assessment or other governmental charge which would not have been so imposed but for the presentation by the holder of such Note or Coupon for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice is given to holders, whichever occurs later; (d) any estate, inheritance, gift, sales, transfer, personal property, wealth, interest equalization or any similar tax, assessment or governmental charge; (e) any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Notesuch Note or Coupon; (vf) any tax, assessment or other governmental charge which is payable by a holder that is not the beneficial owner of such Note or Coupon, or a portion of either, or that is a foreign partnership, but only to the extent that a beneficial owner or member of the partnership would not have been entitled to the payment of an Additional Amount had the beneficial owner or member received directly its beneficial or distributive share of the payment; (g) any tax, assessment or other governmental charge required to be withheld by any paying agent Paying Agent from any payment of principal of or interest on this any Note or Coupon, if such payment can be made without such withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such DirectivePaying Agent; or (ixh) any combination of items (ia), (iib), (iiic), (ivd), (ve), (vi), (viif) and (viii) in this Section 4(ag); nor shall . For purposes of the foregoing, the holding of or the receipt of any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor payment with respect to such fiduciary a Note shall not constitute a connection between the holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or a member of person having a power over, such holder if such holder is an estate, a trust, a partnership or a beneficial owner thereof, would not have been entitled to corporation) and the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the HolderUnited States.

Payment of Additional Amounts. The All payments in respect of the Notes shall be made by or on behalf of the Company shall pay to the Holder (includingwithout withholding or deduction for, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of of, any present or future taxtaxes, assessment duties, assessments or other governmental charge charges of whatever nature, imposed upon such Holder or levied by the United States of America or any taxing authority thereof or therein, unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall pay to a Holder who is not a United States Person such additional amounts (the “Additional Amounts”) as are necessary in order that the net payment by the Company or a Paying Agent of the principal of, and Make-Whole Amount, if any, and interest on, the Notes to such Holder, after such withholding or deduction will not be less than the amount provided in this Note the Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company foregoing obligation to pay Additional Amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (i) to any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a person holding a power over an estate or trust administered by a fiduciary Holder, being considered as: (A) being or having been engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States or having or having had a qualified business unit which has the Dollar as its functional currency; (B) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, without limitationthe receipt of any payment or the enforcement of any rights thereunder) or being considered as having such relationship, such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, including being or having been a citizen or resident of the United States of America or treated as a resident thereof or States; (C) being or having been engaged in trade or business or present in the United States of Americaa personal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates foreign personal holding company that has accumulated earnings to avoid United States federal income tax; (ivD) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have having been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America a “10-percent shareholder” of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (Company as defined in Section 871(h)(3)(B871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and or any successor provision; or (E) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the regulations ordinary course of its trade or business; (ii) to any Holder that may be promulgated thereunder) is not the sole beneficial owner of the Company Notes, or (B) a controlled foreign corporation portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the Company within the meaning fiduciary, a beneficial owner or member of the Codepartnership or limited liability company would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (viiiiii) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge; (iv) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a Paying Agent from the payment; (v) to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (vi) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (vii) to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (viii) to any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of or interest on any Note, if such Directivepayment can be made without such withholding by at least one other Paying Agent; (ix) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (x) to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations and pronouncements (the Foreign Account Tax Compliance Act (“FATCA”)) or any successor provisions and any regulations or official law, agreement or interpretations thereof or any regulations implementing an intergovernmental approach thereto; or (ixxi) in the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (viii) x). The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as specifically provided under this Section 4(a2.1(f); nor shall , the Company will not be required to make any Additional Amounts be paid to payment for any Holder who is a fiduciary tax, duty, assessment or partnership to the extent that a beneficiary or settlor with respect to such fiduciary governmental charge of whatever nature imposed by any government or a member political subdivision or taxing authority of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member in any government or beneficial owner been the Holderpolitical subdivision.

Payment of Additional Amounts. The If any deduction or withholding for any present or future taxes, assessments or other governmental charges of (x) Bermuda or any political subdivision or governmental authority thereof or therein having power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Company or a successor corporation under the Notes, the Company or a successor corporation shall pay to the each Holder (includingof Notes as additional interest, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts ("Additional Amounts") as may be necessary so in order that every the net payment of principal of and interest on this Note amounts paid to such Holderholder of such Notes who, after deduction or withholding for or on account of with respect to any present or future such tax, assessment or other governmental charge imposed upon charge, is not resident in, or a citizen of, such Holder by the United States of America jurisdiction, after such deduction or any taxing authority thereof or thereinwithholding, will shall be not be less than the amount provided specified in this Note such Notes to be then due and payable (which such amounts, the “Additional Amounts”)Holder is entitled; provided, however, that the Company or a successor corporation shall not be required to make any payment of Additional Amounts for or on account of: (ia) any Any tax, assessment or other governmental charge that would not have been imposed but for (Ai) the existence of any present or former connection between such Holder, Holder (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership partnership, limited liability company or corporation, ) and the United States taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder, Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor, ) being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been present or engaged in a trade or business therein or present in the United States of Americahaving or having had a permanent establishment therein, or (Bii) the presentation of this a Note (where presentation is required) for payment on a date more than 30 days after the later of (x) the date on which such payment becomes became due and payable and or (y) the date on which payment thereof is duly provided for, whichever occurs later, or (iii) the presentation of a Note for payment in Bermuda or any political subdivision thereof or therein, unless such Note could not have been presented for payment elsewhere; (iib) any Any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iiic) any Any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which that is payable otherwise than by withholding from payment of principal of of, premium, if any, or any interest on this Notethe Notes; (vd) any Any tax, assessment or other governmental charge required to be that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Note to comply with a request of the Company addressed to the Holder (i) to provide information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make and deliver any paying agent from any payment declaration or other similar claim (other than a claim for refund of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any a tax, assessment or other governmental charge which would not have been withheld by the Company) or satisfy any information or reporting requirements, which, in the case of (i) or (ii), is required or imposed but for the failure to comply with certificationby a statute, informationtreaty, documentation regulation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America administrative practice of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department taxing jurisdiction as a precondition to relief or exemption from all or part of such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ixe) any Any combination of items (ia), (iib), (iii), (iv), (v), (vi), (viic) and (viiid) in this Section 4(a)above; nor shall any Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Note to any Holder who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent that such payment would be required by the laws of (x) Bermuda or any political subdivision or governmental authority thereof or therein having the power to tax, (y) any jurisdiction, other than the United States, from or through which payment on the Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax or (z) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax 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 partnership, limited liability company or a beneficial owner thereof, who would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the HolderHolder of such Note. The Company shall provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of the withholding taxes, if any, by the Company. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. All references in the Indenture to principal of, premium, if any, and interest on the Notes shall include any Additional Amounts payable by the Company in respect of such principal, such premium, if any, and such interest.

Payment of Additional Amounts. The Company shall pay shall, subject to the Holder (includingexceptions and limitations set forth below, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such pay additional amounts as may be are necessary so in order that every the net payment by the Company of principal of and interest on this Note the Securities to such Holdera Holder who is not a United States person (as defined below), after withholding or deduction or withholding for or on account of any present or future tax, assessment or other similar governmental charge (each, a “Tax”) imposed upon such Holder by the United States of America or any taxing authority thereof or thereinStates, will not be less than the amount provided which would have been received by such Holder in this Note to be then due and payable (respect of such amounts, payments in the “Additional Amounts”)absence of such withholding or deduction; provided, however, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (i1) to any tax, assessment Tax to the extent such Tax is imposed by reason of the Holder (or other governmental charge that would not have been imposed but the beneficial owner for (A) the existence of any present or former connection between whose benefit such HolderHolder holds such Security), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such Holder, or such fiduciary, settlor, beneficiary, memberpartner, member or shareholder of the Holder if the Holder is an estate, nominee, trust, partnership, limited liability company or possessorcorporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (a) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States; (b) having or having had any other connection with the United States (other than a connection arising solely as a result of the ownership of the Securities, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States of America or treated as a resident thereof or States; (c) being or having been engaged in trade or business or present in the United States of Americaa personal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation for United States federal income tax purposes or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States federal income tax; (ivd) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have having been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America a “10-percent shareholder” of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (Company as defined in Section 871(h)(3)(Bsection 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and ) or any amended or successor provision; or (e) being or having been a bank receiving payments on an extension of credit made pursuant to an loan agreement entered into in the regulations ordinary course of its trade or business; (2) to any Holder that may be promulgated thereunder) is not the sole beneficial owner of the Company Securities, or (B) a controlled foreign corporation portion of the Securities, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Company within Holder, a beneficiary or settlor with respect to the meaning fiduciary, or a beneficial owner or member of the Codepartnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (viii3) to any Tax to the extent such Tax would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or other information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Securities, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such Tax; (4) to any Tax that is imposed otherwise than by withholding by the Company or a paying agent from the payment; (5) to any estate, inheritance, gift, sales, value added, excise, transfer, wealth, gains, personal property Tax or similar Tax; (6) to any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that any European Union Directive relating to directive on the taxation of savings adopted on June 3savings, 2003 by or any similar directive of any jurisdiction outside of the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform toto any such directive; (7) to any Tax required to be withheld by any paying agent from any payment of principal of or interest on any Security, if such Directivepayment can be made without such withholding by at least one other paying agent; (8) to any Tax to the extent such Tax would not have been imposed but for the presentation by the Holder or beneficial owner of any Security, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (9) to any Tax to the extent such Tax is imposed or withheld solely by reason of the beneficial owner being a bank (i) purchasing the Securities in the ordinary course of its lending business or (ii) that is neither (A) buying the Securities for investment purposes only nor (B) buying the Securities for resale to a third-party that either is not a bank or holding the Securities for investment purposes only; (10) to any Tax imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or other official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Internal Revenue 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 Internal Revenue Code; (11) to any backup withholding Tax imposed pursuant to Section 3406 of the Code (or any amended or successor provision); (12) to any Tax imposed pursuant to Section 871(h)(6) or 881(c)(6) of the Code (or any amended or successor provisions); or (ix13) in the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in the clauses above. Except as specifically provided under this Section 4(a); nor shall 6, the Company is not required to make any Additional Amounts be paid to payment for any Holder who is a fiduciary Tax imposed by any government or partnership to the extent that a beneficiary any political subdivision or settlor with respect to such fiduciary taxing authority of or a member of such partnership in any government or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holderpolitical subdivision.

Payment of Additional Amounts. The Subject to the exemptions and limitations set forth below, the Company shall pay additional amounts to the Holder (including, for purposes of this Section 4, the beneficial owner) owner of this Note who that is a “Non-U.S. Person (United States person,” as defined below) such additional amounts as may be necessary so , in order to ensure that every net payment on such Note shall not be less, due to payment of principal of United States withholding tax, than the amount then otherwise due and interest payable. For this purpose, a “net payment” on this Note to such Holdermeans a payment by the Company or any paying agent, including payment of principal and interest, after deduction or withholding for or on account of any present or future tax, assessment, or other governmental charge of the United States (other than a territory or possession). These additional amounts shall constitute additional interest on this Note. The Company shall not be required to pay additional amounts, however, in any of the circumstances described in items (1) through (14) below. (1) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note: (a) having a relationship with the United States as a citizen, resident, or otherwise; (b) having had such a relationship in the past; or (c) being considered as having had such a relationship. (2) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note: (a) being treated as present in or engaged in a trade or business in the United States; (b) being treated as having been present in or engaged in a trade or business in the United States in the past; (c) having or having had a permanent establishment in the United States; or (d) having or having had a qualified business unit which has the U.S. dollar as its functional currency. (3) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note being or having been a: (a) personal holding company; (b) foreign personal holding company; (c) private foundation or other tax-exempt organization; (d) passive foreign investment company; (e) controlled foreign corporation; or (f) corporation which has accumulated earnings to avoid United States federal income tax. (4) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note owning or having owned, actually or constructively, 10% or more of the total combined voting power of all classes of the Company’s stock entitled to vote. (5) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note being a bank extending credit pursuant to a loan agreement entered into in the ordinary course of business. For purposes of items (1) through (5) above, “beneficial owner” includes, without limitation, the holder, and a fiduciary, settlor, partner, member, shareholder, or beneficiary of the holder if the holder is an estate, trust, partnership, limited liability company, corporation, or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder. (6) Additional amounts shall not be payable to any beneficial owner of this Note that is: (a) a fiduciary; (b) a partnership; (c) a limited liability company; (d) another fiscally transparent entity; or (e) not the sole beneficial owner of this Note, or any portion of this Note. However, this exception to the obligation to pay additional amounts shall only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner, partner or member of the partnership, limited liability company, or other fiscally transparent entity, would not have been entitled to the payment of an additional amount had the beneficiary, settlor, partner, beneficial owner, or member received directly its beneficial or distributive share of the payment. (7) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner of this Note or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay additional amounts shall apply only if compliance with such reporting requirements is required as a precondition to exemption from such tax, assessment or other governmental charge imposed upon such Holder by statute or regulation of the United States of America or any taxing authority thereof or therein, will not be less than by an applicable income tax treaty to which the amount provided in this Note to be then due and payable United States is a party. (such amounts, the “8) Additional Amounts”); provided, however, that the Company amounts shall not be required to make any payable if a payment on this Note is reduced as a result of Additional Amounts for or on account of: (i) any tax, assessment assessment, or other governmental charge that would is collected or imposed by any method other than by withholding from a payment on this Note by the Company or any paying agent. (9) Additional amounts shall not have been imposed but for (A) the existence be payable if a payment on this Note is reduced as a result of any present or former connection between such Holdertax, assessment, or between other governmental charge that is imposed or withheld by reason of a fiduciarychange in law, settlor, beneficiary of, member or shareholder ofregulation, or possessor administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later. (10) Additional amounts shall not be payable if a payment on this Note is reduced as a result of a power overany tax, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such Holderassessment, or such fiduciary, settlor, beneficiary, member, shareholder other governmental charge that is imposed or possessor, being or having been a citizen or resident withheld by reason of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in presentation by the United States of America, or (B) the presentation beneficial owner of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof or is duly provided for, whichever occurs later. (11) Additional amounts shall not be payable if a payment on this Note is reduced as result of any: (a) estate tax; (iib) inheritance tax; (c) gift tax; (d) sales tax; (e) excise tax; (f) transfer tax; (g) wealth tax; (h) personal property tax; or (i) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment assessment, or other governmental charge;. (iii12) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment companyassessment, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any a payment of principal of or interest on this Note if such payment can be made without such withholding by any other paying agent;. (vi13) Additional amounts shall not be payable if a payment on this Note is reduced by any tax, assessment assessment, or other governmental charge which would not have been that is imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America withheld by reason of the Holder application of this Note, if such compliance is required by statute section 1471 (or by regulation of the United States Treasury Department as a precondition to relief any successor provision) or exemption from such tax, assessment section 1472 (or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(Bsuccessor provision) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Councilamended, or any law implementing related administrative regulation or complying with, or introduced in order to conform to, such Directive; orpronouncement. (ix14) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any combination of items (i), 1) through (ii), (iii), (iv), (v), (vi), (vii13) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holderabove.

Payment of Additional Amounts. The Company shall (a) All payments by the Issuer in respect of the Securities will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments, fees or other governmental charges of whatever nature and any fines, penalties or interest related thereto (collectively, “Taxes”) imposed or levied by or on behalf of the Cayman Islands or Brazil or, following any merger, consolidation, transfer, liquidation, winding-up, dissolution or assumption of obligations permitted hereunder, the jurisdiction in which the resulting, surviving or transferee Person is incorporated, resident for tax purposes or treated as engaged in business, or, in each case, any political subdivision thereof or taxing authority therein (each, a “Taxing Jurisdiction”), unless such withholding or deduction is required by law. In that event, the Issuer will pay to the Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) each holder such additional amounts (“Additional Amounts”) as may be necessary so in order that every net payment of principal of and interest made by the Issuer on this Note to such Holder, the Securities after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge Tax that would have been imposed upon or as a result of such Holder payment by the United States of America or any taxing authority thereof or therein, Taxing Jurisdiction will not be less than the amount provided in this Note to be then due and payable (on such amounts, the “Securities without such withholding or deduction. The foregoing obligation to pay Additional Amounts”); provided, however, that the Company shall will not be required to make any payment of Additional Amounts for or on account ofapply to: (i) any tax, assessment or other governmental charge that Tax which would not have been imposed but for (A) the existence of any present or former connection between such Holder, a Holder (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, a trust, a partnership or a corporation) or beneficial owner, on the one hand, and the United States Taxing Jurisdiction, on the other hand, including, without limitation, such Holder, Holder (or such fiduciary, settlor, beneficiary, member, shareholder member or possessor, shareholder) or beneficial owner being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in a trade or business or present in the United States of Americatherein or having, or having had, a permanent establishment therein, but not including the mere receipt of such payment or the ownership or holding of such Securities; (Bii) any Tax which would not have been so imposed but for the presentation of this Note by such Holder for payment (where presentation is required) on a date more than 30 thirty calendar days after the later of (x) the date on which such payment becomes became due and payable and (y) or the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental chargewhichever occurs later; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which extent that the Taxes would not have been imposed but for the failure of such Holder or beneficial owner to timely comply with any certification, information, documentation identification or other reporting requirements concerning the nationality, residence, identity or connections connection with the United States of America Taxing Jurisdiction of the Holder of this Note, if (a) such compliance is required or imposed by statute statute, regulation or by regulation other applicable law of the United States Treasury Department such Taxing Jurisdiction as a precondition to relief or exemption from all or a part of such tax, assessment Tax and (b) at least thirty calendar days prior to the date on which the Issuer applies this clause (iii) the Issuer will have notified all Holders that some or other governmental chargeall Holders shall be required to comply with such requirement; (viiiv) any taxestate, assessment inheritance, gift, sales, transfer or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company personal property Tax or (B) a controlled foreign corporation with respect to the Company within the meaning of the Codesimilar Tax; (viiiv) any Tax payable other than by deduction or withholding from payments of principal or deduction that is imposed of interest on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such DirectiveSecurities; or (ixvi) any combination of items (i), (ii), (iii), (iv), ) through (v) above. (b) The Issuer shall also pay any present or future stamp, court or documentary taxes or any other excise taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery, registration or the making of payments in respect of the Securities, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of any Taxing Jurisdiction other than those resulting from, or required to be paid in connection with, the enforcement of the Securities following the occurrence of any Default or Event of Default (each as defined below), . (vi), (viic) and (viii) in this Section 4(a); nor shall any No Additional Amounts shall be paid with respect to any a payment on Securities to a Holder who that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the receive payment of such the Additional Amounts had such the beneficiary, settlor, member or beneficial owner been the Holder. (d) The Issuer will provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, a certified copy thereof, if available) evidencing the payment of taxes in any Taxing Jurisdiction in respect of which the Issuer has paid any Additional Amounts. Copies of such documentation will be made available to the Holders or the Paying Agents, as applicable, upon request therefor. (e) The Issuer will: (i) at least ten Business Days prior to the first Payment Date for the Securities (and at least ten Business Days prior to each succeeding Payment Date or any Redemption Date if there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate), deliver to the Trustee and each Paying Agent an Officer’s Certificate (i) specifying

Payment of Additional Amounts. The Company shall pay shall, subject to the exceptions and limitations set forth below, pay as additional interest on the Notes such additional amounts (“Additional Amounts”) as are necessary in order that the net payment by the Company of the principal of, premium, if any, and interest on the Notes to a Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is not a Non-U.S. Person United States person (as defined below) such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holderherein), after withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any a taxing authority thereof or thereinin the United States, will not be less than the amount provided in this Note the Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company foregoing obligation to pay Additional Amounts shall not be required apply: (a) to make any tax, assessment or other governmental charge that is imposed by reason of the Holder (or the beneficial owner for whose benefit such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary Holder, being considered as: (1) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States; (2) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States; (3) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax; (4) being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or (5) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (b) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of Additional Amounts for had the beneficiary, settlor, beneficial owner or on account of:member received directly its beneficial or distributive share of the payment; (ic) to any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence failure of the Holder or beneficial owner of the Notes to comply with the Company’s request or a request of the Company’s agent to satisfy any present certification, identification or former information reporting requirements concerning the nationality, residence, identity or connection between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and with the United States includingof the Holder or beneficial owner of the Notes, without limitationif compliance is required by statute, such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident by regulation of the United States of America or treated as a resident thereof any taxing authority therein or being or having been engaged in trade or business or present in by an applicable income tax treaty to which the United States of Americais a party as a precondition to exemption from such tax, assessment or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided forother governmental charge; (iid) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment; (e) to any estate, inheritance, gift, sales, excise, transfer, excisewealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (iiif) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note any Note, if such payment can be made without such withholding by any at least one other paying agent; (vig) to any tax, assessment or other governmental charge which that would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of presentation by the Holder of this any Note, if such compliance where presentation is required by statute required, for payment on a date more than 30 days after the date on which payment became due and payable or by regulation of the United States Treasury Department as a precondition to relief or exemption from such taxdate on which payment thereof is duly provided for, assessment or other governmental chargewhichever occurs later; (viih) to any tax, assessment or other governmental charge imposed on interest received by under Sections 1471 through 1474 of the Code (A) a 10% shareholder (as defined in or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 871(h)(3)(B1471(b) of the United States Internal Revenue Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning such sections of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ixi) in the case of any combination of items (ia), (iib), (iiic), (ivd), (ve), (vif), (viig) and (viii) h). The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as specifically provided under this Section 4(a); nor 2.5, the Company shall not be required to make any Additional Amounts be paid to payment for any Holder who is a fiduciary tax, assessment or partnership to the extent that a beneficiary or settlor with respect to such fiduciary other governmental charge imposed by any government or a member political subdivision or taxing authority of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member in any government or beneficial owner been the Holderpolitical subdivision.

Payment of Additional Amounts. (a) All payments of principal, interest, and premium, if any, in respect of the Notes will be made free and clear of, and without withholding or deduction for, any present or future taxes, assessments, duties or governmental charges of whatever nature imposed, levied or collected by the United States (or any political subdivision or taxing authority thereof or therein having power to tax), unless such withholding or deduction is required by law or the official interpretation or administration thereof. (b) The Company shall pay will, subject to the exceptions and limitations set forth below, pay as additional interest in respect of the Notes such additional amounts as are necessary in order that the net payment by the Company of the principal of, premium, if any, and interest in respect of the Notes to a Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is not a Non-U.S. Person United States person (as defined below) such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder), after withholding or deduction or withholding for or on account of any present or future tax, assessment assessment, duties or other governmental charge imposed upon such Holder by the United States of America (or any political subdivision or taxing authority thereof or thereintherein having power to tax), will not be less than the amount provided in this Note the Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (i) to the extent any tax, assessment or other governmental charge that would not have been imposed but for the Holder (A) or the existence of any present or former connection between beneficial owner for whose benefit such HolderHolder holds such note), or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (1) being or having been engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; (2) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, without limitationthe receipt of any payment in respect of the Notes or the enforcement of any rights hereunder), such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, including being or having been a citizen or resident of the United States of America or treated as a resident thereof or States; (3) being or having been engaged in trade or business or present in the United States of Americaa personal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation for U.S. federal income tax purposes, a foreign tax-exempt organization, or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States U.S. federal income tax; (iv4) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have having been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America a “10-percent shareholder” of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (Company as defined in Section 871(h)(3)(Bsection 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”)) or any successor provision; or (5) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, and the regulations that may be promulgated thereunderas described in section 881(c)(3)(A) of the Company Code or any successor provision; (Bii) to any Holder that is not the sole beneficial owner of the Notes, or a controlled foreign corporation portion of the Notes, or that is a fiduciary, partnership, limited liability company or other fiscally transparent entity, but only to the extent that a beneficial owner with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3Holder, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership the fiduciary, or a beneficial owner thereofor member of the partnership, limited liability company or other fiscally transparent entity would not have been entitled to the payment of such Additional Amounts an additional amount had such the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (iii) to the extent any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge; (iv) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or the Paying Agent from the payment; (v) to any tax, assessment or other governmental charge required to be withheld by the Paying Agent from any payment of principal of or interest on any Notes, if such payment can be made without such withholding by any other paying agent; (vi) to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of Notes; (vii) to the extent any tax, assessment or other governmental charge would not have been imposed but for the Holderpresentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later except to the extent that the beneficiary or Holder thereof would have been entitled to the payment of additional amounts had such Note been presented for payment on any day during such 30-day period; (viii) to any tax, assessment or other governmental charge imposed under sections 1471 through 1474 of the Code (or any amended or successor provisions), 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, whether currently in effect or as published and amended from time to time; (ix) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; or (x) in the case of any combination of the above Sections 3.04(b)(i) – 3.04(b)(xi). (c) As used in Section 3.03, and this Section 3.04, the term “United States” means the United States of America, its territories and possessions, the states of the United States and the District of Columbia, and the term “United States person” means (i) any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person for United States federal income tax purposes), (iii) any estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) any trust if a United States court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or if a valid election is in place to treat the trust as a United States person.

Payment of Additional Amounts. The Company shall pay shall, in the case of a payment to a Holder who is not a United States person and subject to the Holder (includingexceptions and limitations set out below, for purposes of this Section 4pay as additional interest on the Notes, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts ("Additional Amounts") as may be are necessary so in order that every the net payment by the Company or an Issuing and Paying Agent of the principal of and interest on this Note to such Holderthe Notes or the Coupons, if any, appertaining thereto, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by of the United States of America or any taxing authority thereof or thereinimposed with respect to the payment, will not be less than the amount provided in this Note the relevant series of Notes or any Coupons to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company foregoing obligation to pay Additional Amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (i1) any to a tax, assessment or other governmental charge that would not have been is imposed but for (A) or withheld by reason of the existence of any present or former connection between such Holderholder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the holder if such Holder the holder is an estate, trust, partnership or corporation, and or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (a) being or having been present or engaged in trade or business in the United States includingor having or having had a permanent establishment in the United States; (b) having a current or former relationship with the United States, without limitation, such Holder, including a relationship as a citizen or such fiduciary, settlor, beneficiary, member, shareholder or possessor, resident; (c) being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of Americapersonal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States federal income tax; or (d) being or having been a "ten-percent shareholder" of the obligor under the Notes as defined in section 871(h)(3) of the United States Internal Revenue Code or any successor provisions, or being a bank receiving interest described in section 881(c)(3)(A) of the United States Internal Revenue Code or any successor provisions; (iv2) to a holder that is not the sole beneficial owner of the Notes or any Coupon appertaining thereto, or a portion of either, or that is a fiduciary or partnership, but only to the extent that a beneficial owner or a beneficiary or settlor with respect to the fiduciary, or a member of the partnership would not have been entitled to the payment of an Additional Amount had the beneficial owner, beneficiary, settlor, or member received directly its beneficial or distributive share of the payment; (3) to a tax, assessment or other governmental charge which that is payable otherwise than by withholding from payment of principal of imposed or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment reason of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation identification or other information reporting requirements concerning the nationality, residence, identity or connections connection with the United States of America the holder or beneficial owner of the Holder of this Notesuch Notes or any Coupon appertaining thereto, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii4) to a tax, assessment or governmental charge that is imposed otherwise than by withholding by the Company or an Issuing and Paying Agent from the payment; (5) to a tax, assessment or governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (6) to an estate, inheritance, gift, sales, excise, State, local, transfer, wealth or personal property tax or any similar tax, assessment or governmental charge; (7) to any tax, assessment or other governmental charge required to be withheld by any Issuing and Paying Agent from any payment of principal of or interest on any Notes or any Coupon appertaining thereto, if such payment can be made without such withholding by any other Issuing and Paying Agent; (8) to any tax, assessment or governmental charge that is imposed on interest received or levied by reason of the presentation (A) a 10% shareholder (as defined where presentation is required in Section 871(h)(3)(Border to receive payment) of the United States Internal Revenue Code of 1986, as amended (Notes for payment on a date more than 30 days after the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect date on which such payment is first made available to the Company within the meaning of the Code; (viii) any withholding holder or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3beneficial owner, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership except to the extent that a beneficiary the holder or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, thereof would not have been entitled to the payment of an additional amounts hereunder had the Notes been presented for payment on any date during such Additional Amounts had such beneficiary30-day period; (9) to any tax, settlor, member assessment or beneficial owner governmental charge that would not have been imposed or withheld but for the Holder.treatment of the interest paid by the obligor as contingent interest described in section 871(h)

Payment of Additional Amounts. The Company shall pay to the any Holder (includingwhich term, for purposes of this Section 4, the includes each beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment of principal of and premium, if any, and interest on this Note to such Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection (other than a connection arising solely from the ownership of the Notes or the receipt of payments in respect of the Notes) between such Holder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States includingStates, without limitation, including such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident of the United States of America or treated as a resident thereof of the United States or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note such Notes for payment on a date more than 30 days after the later of (x) the date on which such that payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such XxxxxxHolder’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which that accumulates earnings to avoid United States U.S. federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or premium, if any, or interest on this Notesuch Holder’s Notes; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of and premium, if any, or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure of the Holder to comply with our request to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this NoteHolder, if such compliance is required by statute or by regulation of the United States U.S. Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge, including, without limitation, any withholding required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); (vii) any tax, assessment or other governmental charge imposed on interest received by (AB) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect that is related to the Company within the meaning of Section 864(d)(4) of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a5(a); nor . In addition, the Company shall not pay any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such that fiduciary or a member of such that partnership or a beneficial owner thereof, thereof would not have been entitled to the payment of such those Additional Amounts had such that beneficiary, settlor, member or beneficial owner been the Holder.

Payment of Additional Amounts. The Company All payments of Principal and interest in respect of the Securities shall pay to the Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment of principal free and clear of and interest on this Note to such Holder, after without withholding or deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge of any nature whatsoever imposed upon such Holder or levied by or on behalf of (i) the government of the United Kingdom or of any territory of the United Kingdom or by any authority or agency therein or thereof having the power to tax or (ii) the government of the United States or of America any state or territory of the United States or by any taxing authority or agency therein or thereof having the power to tax (collectively, “Taxes”), except to the extent such Taxes are required to be withheld or thereindeducted by law or by the interpretation or administration thereof. If either the Company or the Guarantor is so required to withhold or deduct any amount for or on account of Taxes from any payment made in respect of the Securities, will the Company or the Guarantor, as the case may be, shall pay such additional amounts (“Additional Amounts”) as may be necessary such that the net amount received by each Holder (including such Additional Amounts) after such withholding or deduction shall not be less than the amount such Holder would have received if the Taxes had not been withheld or deducted; provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of no Additional Amounts for or on account ofwill be payable with respect to Taxes: (ia) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such Holder, Holder or beneficial owner of the Securities (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such HolderHolder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership or corporation, ) and the United Kingdom or the United States or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder, Holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor, ) being or having been a citizen or resident of the United States of America thereof or treated as a resident thereof or domiciled thereof or a national thereof or being or having been present or engaged in trade or business therein or present in having or having had a permanent establishment therein; (b) that are estate, inheritance, gift, sales, transfer, personal property, wealth or similar taxes, duties, assessments or other governmental charges; (c) that are payable other than by withholding from payments of Principal of or interest on the United States Securities; (d) that would not have been imposed but for the failure of Americathe applicable recipient of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent such compliance is required by applicable law or administrative practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes; (Be) that would not have been imposed but for the presentation of this Note a Security (where presentation is required) for payment on a date more than 30 days after the later of (x) the date on which such payment becomes became due and payable and (y) or the date on which payment thereof is was duly provided for, whichever occurred later; (iif) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is are imposed on a payment to an individual and is are required to be made pursuant to that European Union Council Directive relating to 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Councilincome, or any law implementing or complying with, or introduced in order to conform to, such Directive; or; (ixg) that would not have been imposed if presentation for payment of the relevant Securities had been made to a Paying Agent other than the Paying Agent to which the presentation was made; (h) that are imposed solely by reason of the Holder or beneficial owner owning or having owned, actually or constructively, 10% or more of the total combined voting power of all classes of the Company’s stock entitled to vote; (i) that would not have been imposed but for a failure by the Holder or beneficial owner (or any financial institution through which the Holder or beneficial owner holds any Security through which payment on the Security is made) to comply with any certification, information, identification, documentation or other reporting requirements (including entering into and complying with an agreement with the U.S. Internal Revenue Service or any other governmental authority) imposed pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code as in effect on the date of issuance of the Notes or any successor or amended version of such provisions, any agreement entered into pursuant to Section 1471(b) of the U.S. Internal Revenue 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 U.S. Internal Revenue Code (or any law implementing such an intergovernmental agreement);”. (j) any combination of items the foregoing clauses (a) through (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid with respect to any payment of the Principal of or interest on any Security to any such Holder who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the HolderHolder of the Security. The Company shall maintain, in respect of Securities of each series outstanding, at least one Paying Agent located outside the United Kingdom. In the event that a Paying Agent with respect to Securities of a particular series is maintained in any member state of the European Union, the Company shall maintain a Paying Agent in at least one member state that will not be obliged to withhold or deduct taxes pursuant to any law implementing European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income, provided there is at least one member state that does not require a paying agent to withhold or deduct pursuant to such Directive. The obligation of the Company or the Guarantor, as the case may be, to pay Additional Amounts if and when due will survive the termination of this Indenture and the payment of all amounts in respect of the Securities.”

Payment of Additional Amounts. The [Subject to the exemptions and limitations set forth below, the Company shall pay additional amounts to the Holder (including, for purposes of this Section 4, the beneficial owner) owner of this Note who that is a “Non-U.S. Person (United States person,” as defined below) such additional amounts as may be necessary so , in order to ensure that every net payment on such Note shall not be less, due to payment of principal of United States withholding tax, than the amount then otherwise due and interest payable. For this purpose, a “net payment” on this Note to such Holdermeans a payment by the Company or any paying agent, including payment of principal and interest, after deduction or withholding for or on account of any present or future tax, assessment, or other governmental charge of the United States (other than a territory or possession). These additional amounts shall constitute additional interest on this Note. The Company shall not be required to pay additional amounts, however, in any of the circumstances described in items (1) through (14) below. (1) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note: (a) having a relationship with the United States as a citizen, resident, or otherwise; (b) having had such a relationship in the past; or (c) being considered as having had such a relationship. (2) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note: (a) being treated as present in or engaged in a trade or business in the United States; (b) being treated as having been present in or engaged in a trade or business in the United States in the past; (c) having or having had a permanent establishment in the United States; or (d) having or having had a qualified business unit which has the U.S. dollar as its functional currency. (3) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note being or having been a: (a) personal holding company; (b) foreign personal holding company; (c) private foundation or other tax-exempt organization; (d) passive foreign investment company; (e) controlled foreign corporation; or (f) corporation which has accumulated earnings to avoid United States federal income tax. (4) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note owning or having owned, actually or constructively, 10% or more of the total combined voting power of all classes of the Company’s stock entitled to vote. (5) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the beneficial owner of this Note being a bank extending credit pursuant to a loan agreement entered into in the ordinary course of business. For purposes of items (1) through (5) above, “beneficial owner” includes, without limitation, the holder, and a fiduciary, settlor, partner, member, shareholder, or beneficiary of the holder if the holder is an estate, trust, partnership, limited liability company, corporation, or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder. (6) Additional amounts shall not be payable to any beneficial owner of this Note that is: (a) a fiduciary; (b) a partnership; (c) a limited liability company; (d) another fiscally transparent entity; or (e) not the sole beneficial owner of this Note, or any portion of this Note. However, this exception to the obligation to pay additional amounts shall only apply to the extent that a beneficiary or settlor in relation to the fiduciary, or a beneficial owner, partner or member of the partnership, limited liability company, or other fiscally transparent entity, would not have been entitled to the payment of an additional amount had the beneficiary, settlor, partner, beneficial owner, or member received directly its beneficial or distributive share of the payment. (7) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment, or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner of this Note or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay additional amounts shall apply only if compliance with such reporting requirements is required as a precondition to exemption from such tax, assessment or other governmental charge imposed upon such Holder by statute or regulation of the United States of America or any taxing authority thereof or therein, will not be less than by an applicable income tax treaty to which the amount provided in this Note to be then due and payable United States is a party. (such amounts, the “8) Additional Amounts”); provided, however, that the Company amounts shall not be required to make any payable if a payment on this Note is reduced as a result of Additional Amounts for or on account of: (i) any tax, assessment assessment, or other governmental charge that would is collected or imposed by any method other than by withholding from a payment on this Note by the Company or any paying agent. (9) Additional amounts shall not have been imposed but for (A) the existence be payable if a payment on this Note is reduced as a result of any present or former connection between such Holdertax, assessment, or between other governmental charge that is imposed or withheld by reason of a fiduciarychange in law, settlor, beneficiary of, member or shareholder ofregulation, or possessor administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later. (10) Additional amounts shall not be payable if a payment on this Note is reduced as a result of a power overany tax, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such Holderassessment, or such fiduciary, settlor, beneficiary, member, shareholder other governmental charge that is imposed or possessor, being or having been a citizen or resident withheld by reason of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in presentation by the United States of America, or (B) the presentation beneficial owner of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof or is duly provided for, whichever occurs later. (11) Additional amounts shall not be payable if a payment on this Note is reduced as result of any: (a) estate tax; (iib) inheritance tax; (c) gift tax; (d) sales tax; (e) excise tax; (f) transfer tax; (g) wealth tax; (h) personal property tax; or (i) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment assessment, or other governmental charge;. (iii12) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment companyassessment, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any a payment of principal of or interest on this Note if such payment can be made without such withholding by any other paying agent;. (vi13) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any tax, assessment assessment, or other governmental charge which would not have been that is imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America withheld by reason of the Holder application of this Note, if such compliance is required by statute or by regulation sections 1471 through 1474 of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”or any successor provisions), and the regulations that may be promulgated or any related administrative regulation, pronouncement, or agreement thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Councilofficial interpretations thereof, or any law implementing an intergovernmental approach thereto whether currently in effect or complying withas published and amended from time to time. (14) Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax, assessment, or introduced in order to conform to, such Directive; orother governmental charge that is imposed or withheld by reason of the payment being treated as a dividend or dividend equivalent for U.S. tax purposes. (ix15) Additional amounts shall not be payable if a payment on this Note is reduced as a result of any combination of items (i), 1) through (ii), (iii), (iv), (v), (vi), (vii14) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holderabove.

Payment of Additional Amounts. (a) The Company shall pay to make all payments in respect of the Holder (includingNotes free and clear of, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after without withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Bermuda, Chile or by or within any political subdivision thereof or any authority therein or thereof having power to tax or any other jurisdiction through which payments are made in respect of the Notes (“Taxes”), unless such withholding or deduction is required by law or by the interpretation or administration thereof. In the event of any such withholding or deduction of Taxes, the Company will pay to Holders such additional amounts (“Additional Amounts”) as will result in the receipt by each Holder of the net amount that would otherwise have been receivable by such Holder in the absence of such withholding or deduction, except that no such Additional Amounts will be payable: (i) in respect of any tax, assessment or other governmental charge Taxes that would not have been imposed so withheld or deducted but for (A) the existence of any present or former connection including, without limitation, a permanent establishment in Bermuda or between such the Holder, applicable recipient of payment or beneficial owner of the Note or any payment in respect of such Note (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership, corporation or other business entity, between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such the Holder, if such Holder is applicable recipient of a payment or beneficial owner) and an estateauthority with the power to levy or otherwise impose or assess a Tax, trust, partnership or corporation, and other than the United States including, without limitation, such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident mere receipt of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) or the date on which payment thereof is duly provided formere holding or ownership of such Note or beneficial interest or the enforcement of rights thereunder; (ii) in respect of any Taxes that would not have been so withheld or deducted if the Note had been presented for payment within 30 days after the Relevant Date to the extent presentation is required (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented for payment on the last day of such 30-day period); (iii) in respect of any Taxes that would not have been so withheld or deducted but for the failure by the Holder or the beneficial owner of the Note or any payment in respect of such Note to (i) make a customary declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (ii) comply with any customary certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or connection with Bermuda, Chile or with any jurisdiction through which payments are made; provided that such declaration or compliance was required as a precondition to exemption from all or part of such Taxes and the Company has given the Holders at least 30 days prior notice that they will be required to comply with such requirements; (iv) in respect of any estate, inheritance, gift, value added, sales, transferuse, excise, transfer, personal property or similar taxtaxes, assessment duties, assessments or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Notecharges; (v) in respect of any tax, assessment Taxes that are payable otherwise than by deduction or other governmental charge required withholding from payments on the Notes; (vi) in respect of any taxes that would not have been so imposed if the Holder had presented the Note for payment (where presentation is required) to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other another paying agent; (vivii) in respect of any taxpayment to a Holder of a Note that is a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any Person other than the sole beneficial owner of such payment or Note, assessment to the extent that a beneficiary or other governmental charge which 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 but for entitled to the failure to comply with certificationAdditional Amounts had such beneficiary, informationsettlor, documentation member or other reporting requirements concerning beneficial owner been the nationality, residence, identity or connections with the United States of America of the actual Holder of this such Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) in respect of any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that Council Directive 2003/48/EC or any other European Union Directive relating to directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Councilincome, or any law implementing or complying with, or introduced in order to conform to, such Directivea directive; or (ix) in respect of any combination of items paragraphs (i), (ii), (iii), (iv), (v), (vi), (vii) and through (viii) in this Section 4(a); nor shall any above. Notwithstanding the foregoing, the limitations on the Company’s obligations to pay Additional Amounts set forth in paragraph (iii) will not apply if the provision of any certification, identification, information, documentation or other reporting requirement described in such clause (iii) would be paid materially more onerous, in form, in procedure or in the substance of information disclosed, to any a Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been of a Note than comparable information or other reporting requirements imposed under U.S. tax law, regulations and administrative practice (such as IRS Forms W-8BEN and W-9). (b) Upon written request from the HolderTrustee, the Company shall furnish to the Trustee documentation reasonably satisfactory to the Trustee evidencing payment of any taxes so deducted or withheld. Copies of such documentation will be made available by the Trustee to Holders upon written request to the Trustee. (c) The Company shall promptly pay when due any present or future stamp, court or similar documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of Bermuda or Chile and except, in certain cases, for taxes, charges or similar levies resulting from certain registration of transfer or exchange of Notes.

Payment of Additional Amounts. The Company shall pay to the Holder (including, for purposes of this Section 4, the beneficial owner) holder of this Note who is a Non-U.S. Person United States Alien (as defined below) such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holderholder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder holder by the United States of America or any taxing authority thereof or therein, will not be less than the amount provided in this Note the Notes to be then due and payable (such amounts, the “"Additional Amounts”"); provided, however, that the Company shall not be required to make any payment of Additional Amounts for or on account of: (i) any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such Holderholder, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holderholder, if such Holder holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such Holderholder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s holder's past or present status as a passive foreign investment company, a controlled foreign corporation corporation, a personal holding company or a foreign personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder holder or beneficial owner of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “"Code”"), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ixviii) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viiivii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder holder who is a fiduciary partnership or partnership other than the sole beneficial owner of this Note to the extent that a beneficiary or settlor with respect to such fiduciary fiduciary, or a member of such partnership or a beneficial owner thereof, thereof would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holderholder.

Payment of Additional Amounts. The (a) All payments made by the Company shall pay under or with respect to the Holder Notes will be made free and clear of, and without withholding or deduction for or on account of, any Tax, unless the withholding or deduction of such Tax is then required by law. If any deduction or withholding by any applicable withholding agent for or on account of any Taxes imposed or levied by or on behalf of the United States or a taxing authority of or in the United States (includinga “Tax Jurisdiction”) will at any time be required to be made in respect of any payments made by the Company under or with respect to the Notes, for purposes including payments of this Section 4principal, redemption price, purchase price, interest or premium, then the Company will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each beneficial owner) owner of this Note who the Notes that is not a Non-U.S. Person (as defined below) after such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holderwithholding, after deduction or withholding for imposition (including any such withholding, deduction or on account imposition in respect of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”)) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that the Company shall not be required to make any payment of no Additional Amounts for or on account ofwill be payable with respect to: (i1) any taxTaxes, assessment or other governmental charge that to the extent such Taxes would not have been imposed but for the Holder of a Note (Aor the beneficial owner for whose benefit such Holder holds such Note) the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (a) having a current or former connection with the United States includingrelevant Tax Jurisdiction (other than a connection arising solely from the ownership or disposition of such Note, without limitationthe enforcement of rights under such Note), such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, including being or having been a citizen or resident of the United States of America such Tax Jurisdiction, being or treated as having engaged in a resident thereof trade or business in such Tax Jurisdiction or having or having had a permanent establishment in such Tax Jurisdiction; or (b) being or having been engaged in trade or business or present in the United States of Americaa personal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation for U.S. federal income tax purposes or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States U.S. federal income tax; (iv2) any taxHolder that is not the sole beneficial owner of the Notes, assessment or other governmental charge which a portion of the Notes, or that is payable otherwise than by withholding from a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of principal Additional Amounts had the beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of or interest on this Notethe payment; (v3) any tax, assessment or other governmental charge Taxes required to be withheld by any paying agent from any payment of principal of or interest on this Note any Note, if such payment can be made without such withholding by any at least one other paying agent; (vi4) any taxTaxes, assessment to the extent such Taxes were imposed as a result of the presentation of a Note for payment more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder or other governmental charge which beneficial owner would not otherwise have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (5) any Taxes that are payable otherwise than by deduction or withholding from a payment on or with respect to the Notes; (6) any U.S. federal withholding tax imposed but as a result of the beneficial owner: (a) being a controlled foreign corporation for U.S. federal income tax purposes related to the Company; (b) being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the Code; or (c) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (7) any estate, inheritance, gift, sales, transfer, excise, wealth, capital gains, personal property or similar Taxes; (8) any Taxes, to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes to comply with any certification, informationidentification, documentation information or other reporting requirements concerning the nationalityrequirements, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is whether required by statute statute, treaty, regulation or by regulation administrative practice of the United States Treasury Department a Tax Jurisdiction, as a precondition to relief exemption from, or exemption from reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally eligible to provide such tax, assessment certification or other governmental chargedocumentation; (vii9) any taxTaxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code as of the date of the Indenture (or any amended or successor version that is substantively comparable), assessment any regulations promulgated thereunder or any other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in official interpretations thereof, any agreement entered into pursuant to Section 871(h)(3)(B1471(b) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or date of Indenture (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law amended or successor version described above) or any intergovernmental agreements (and any related law, regulation or official administrative guidance) implementing or complying with, or introduced in order to conform to, such Directivethe foregoing; or (ix10) any combination of items (i), 1) through (ii), 9) above. (iii), (iv), (v), (vi), (viib) and (viii) Except as specifically provided for in this Section 4(a); nor shall 4.06, the Company will not be required to make any payment for any Tax. (c) If the Company becomes aware that it will be obligated to pay Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary any payment under or a member with respect to the Notes, the Company will deliver to the Trustee and Paying Agent promptly prior to the date of such partnership or a beneficial owner thereof, would not have been that payment an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date. The Trustee and Paying Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. (d) The Company, if it is the applicable withholding agent, will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company will furnish to the Trustee upon reasonable written request, within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Company or if, notwithstanding such Additional Amounts had entity’s efforts to obtain receipts, receipts are not obtained, other reasonable evidence of payments by such beneficiaryentity. (e) The above obligations will survive any termination, settlordefeasance or discharge of the Indenture, member any transfer by a holder or beneficial owner been of its Notes, and will apply, mutatis mutandis, to any successor Person to the HolderCompany. (f) As used in this Section 4.06 and under Section 3.03 hereof,

Payment of Additional Amounts. The All payments in respect of the Notes will be made by or on behalf of the Company shall pay to the Holder (includingwithout withholding or deduction for, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holder, after deduction or withholding for or on account of of, any present or future taxtaxes, assessment duties, assessments or other governmental charge charges of whatever nature, imposed upon such Holder or levied by the United States of America or any taxing authority thereof or therein, unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company will pay to a holder who is not a United States person such additional amounts on the Notes as are necessary in order that the net payment of the principal of, and premium or redemption price, if any, and interest on, such Notes to a holder, after such withholding or deduction, will not be less than the amount provided in this Note such Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company shall foregoing obligation to pay additional amounts will not be required to make any payment of Additional Amounts for or on account ofapply: (i1) to any tax, assessment or other governmental charge that would not have been imposed but for (A) the existence of any present or former connection between such Holderholder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the holder if such Holder the holder is an estate, trust, partnership or corporation, and or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as; (A) being or having been engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; (B) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of such Notes, without limitationthe receipt of any payment or the enforcement of any rights thereunder), such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, including being or having been a citizen or resident of the United States; (C) being a controlled foreign corporation related to the Company directly, indirectly or constructively through stock ownership for United States federal income tax purposes; (D) being an owner of America a 10% or treated greater interest in voting stock of the Company within the meaning of Section 871(h)(3) of the U.S. Internal Revenue Code of 1986, as amended (the ‘‘Code’’) or any successor provision; or (E) being a resident thereof or being or having been engaged bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business business; (2) to any holder that is not the sole beneficial owner of such Notes, or present in a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly from the Company its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or beneficial owner of the applicable Note, to comply with any applicable certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of Americathe holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States or (B) any taxing authority therein or by an applicable income tax treaty to which the presentation of this Note for payment on United States is a date more than 30 days after the later of (x) the date on which party as a precondition to exemption from such payment becomes due and payable and (y) the date on which payment thereof is duly provided fortax, assessment or other governmental charge; (ii4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding from the payment; (5) to any estate, inheritance, gift, sales, transfer, excisewealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (iii6) to any taxwithholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any other Directive amending, assessment supplementing or other governmental charge imposed by reason of replacing such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of AmericaDirective, or as a corporation which accumulates earnings any law implementing or complying with, or introduced in order to avoid United States federal income taxconform to, such Directive or Directives; (iv7) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note any such Note, if such payment can be made without such withholding by any at least one other paying agentagent in a member state of the European Union; (vi) 8) to any tax, assessment or other governmental charge which that would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning presentation by the nationality, residence, identity or connections with the United States holder of America of the Holder of this any such Note, if where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, except to the extent that the holder or beneficial owner thereof would have been entitled to additional amounts had the Note been presented for payment on the last day of such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge30 day period; (vii9) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to Sections 1471 through 1474 of the taxation of savings adopted on June 3, 2003 by the European Union’s Economic Code and Financial Affairs Council, related Treasury regulations and pronouncements or any law successor provisions thereto (that are substantively comparable and not materially more onerous to comply with) and any regulations or official law, agreement or interpretations thereof in any jurisdiction implementing or complying with, or introduced in order to conform to, such Directivean intergovernmental approach thereto; or (ix10) in the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii1)-(9) and (viii) in of this Section 4(a); nor shall 3.10. Except as specifically provided by this Section 3.10, the Company will not be required to make any Additional Amounts be paid to payment for any Holder who is a fiduciary tax, duty, assessment or partnership to the extent that a beneficiary or settlor with respect to such fiduciary governmental charge of whatever nature imposed by any government or a member political subdivision or taxing authority of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member in any government or beneficial owner been the Holderpolitical subdivision.

Payment of Additional Amounts. The Company shall pay to the Holder (including, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may be necessary so that every net payment All payments of principal of and interest on this Note to such Holder, after the Notes will be made free and clear of and without withholding or deduction or withholding for or on account of any present or future tax, assessment or other governmental charge (collectively, “Taxes”) imposed upon by any Relevant Taxing Jurisdiction, unless the withholding of such Taxes is required by law or the official interpretation or administration thereof. The Issuer will, subject to the exceptions and limitations set forth below, pay such additional amounts as are necessary in order that the net payment of the principal of and interest on the Notes to a Holder by the who is not a United States person for United States federal income tax purposes, after deduction for any present or future Taxes of America or any taxing authority thereof or thereinRelevant Taxing Jurisdiction, imposed by withholding with respect to the payment, will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”)Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (ia) to any tax, assessment Taxes that are imposed or other governmental charge that would not have been imposed but for withheld solely by reason of the Holder or beneficial owner of the Notes (A) the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a Person holding a power over an estate or trust administered by a fiduciary holder) being considered as: (i) being or having been present or engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; (ii) having a current or former relationship with the United States, without limitation, such Holder, including a relationship as a citizen or such fiduciary, settlor, beneficiary, member, shareholder or possessor, resident thereof; (iii) being or having been a citizen foreign or resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of Americadomestic personal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States federal income tax; (iv) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have having been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America a “10-percent shareholder” of the Holder obligor under the Notes within the meaning of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(Bsection 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunderor any successor provisions; or (v) being or having been a bank receiving interest described in section 881(c)(3)(A) of the Company Code or any successor provisions; (Bb) to any Holder that is not the sole beneficial owner of the Note, or a controlled foreign corporation portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the Company within the meaning fiduciary, a beneficial owner or member of the Codepartnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (viiic) to any Taxes that are imposed or withheld solely by reason of the failure to (i) comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction of the Holder or beneficial owner of such Note, if compliance is required by statute or by regulation of the Relevant Taxing Jurisdiction as a precondition to relief or exemption from such Taxes (including the submission of an applicable United States Internal Revenue Service (“IRS”) Form W-8 (with any required attachments)) or (ii) comply with any informational gathering and reporting requirements or to take any similar action (including entering into any agreement with the IRS), in each case, that are required to obtain the maximum available exemption from withholding by a Relevant Taxing Jurisdiction that is available to payments received by or on behalf of the Holder; (d) to any Taxes that are imposed otherwise than by withholding from the payment; (e) to any Taxes that are imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (f) to any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge; (g) to any Taxes required to be withheld by any Paying Agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by any other Paying Agent; (h) to any Taxes that are imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of such Notes for payment on a date more than 30 days after the date on which such payment became due and payable, except to the extent that the Holder or beneficial owner thereof would have been entitled to additional amounts had the Notes been presented for payment on any date during such 30 day period; (i) to any withholding or deduction that in respect of any tax, assessment or governmental charge where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to that European Union Council Directive relating to 2003/48/EC or any other directive implementing the taxation conclusions of savings adopted on June 3the ECOFIN Council meeting of November 26-27, 2003 by the European Union’s Economic and Financial Affairs Council, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directivedirective; (j) to any backup withholding or any Taxes imposed under Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code; or (ixk) in the case of any combination of any items (ia) through (k). The Notes are subject in all cases to any tax, (ii), (iii), (iv), (v), (vi), (vii) and (viii) in fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided by this Section 4(a); nor 4.14, the Issuer and the Guarantors shall not be required to make any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor payment with respect to such fiduciary any tax, assessment or governmental charge imposed by any government or a member of such partnership political subdivision or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member taxing authority thereof or beneficial owner been the Holdertherein.

Payment of Additional Amounts. The Company shall pay or, in the case of the Guarantees, the Guarantor, will, subject to the Holder (includingexceptions and limitations set forth below, for purposes of this Section 4, pay as additional interest on the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) Notes such additional amounts as may be are necessary so in order that every the net payment by the Company or a Paying Agent of the principal of and interest on this Note each of the Notes to such a Holder, after withholding or deduction or withholding for or on account of solely with respect to any present or future tax, assessment or other governmental charge imposed upon such Holder by Luxembourg, the United States of America or any taxing authority other jurisdiction in which the Company or the Guarantor or, in each case, any successor thereof (including a continuing Person formed by a consolidation with the Company or Guarantor, into which the Company or Guarantor is merged, or that acquires or leases all or substantially all of the property and assets of the Company or the Guarantor) may be organized, as applicable, or any political subdivision thereof or thereintherein having the power to tax (a “Taxing Jurisdiction”), will not be less than the amount provided in this Note the Notes to be then due and payable (such amounts, the “Additional Amounts”)payable; provided, however, that the Company shall foregoing obligation to pay additional amounts will not be required to make any payment of Additional Amounts for or on account ofapply: (i1) to any tax, assessment or other governmental charge that would not have been imposed but for the Holder (A) or the existence of any present or former connection between beneficial owner for whose benefit such HolderHolder holds such Note), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such Holder, or such fiduciary, settlor, beneficiary, membermember or shareholder of the Holder, shareholder or possessora person holding a power over an estate or trust administered by a fiduciary Holder, being treated as: (a) being or having been present in, or engaged in a trade or business in, the relevant Taxing Jurisdiction, or having or having had a permanent establishment in such Taxing Jurisdiction; (b) having a current or former connection with the relevant Taxing Jurisdiction (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment in respect of the Notes or the enforcement of any rights under the Indenture), including being or having been a citizen or resident of the United States of America such Taxing Jurisdiction or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided forresident thereof; (iic) any estatebeing or having been a personal holding company, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation for United States federal income tax purposes, a foreign tax exempt organization, or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States federal income tax; (ivd) being or having been a “10-percent shareholder”, as defined in section 871(h)(3) of the Code, or any successor provision, of the Company or the Guarantor; or (e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, within the meaning of section 881(c)(3) of the Code or any successor provision; (2) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which that would not have been imposed but for the failure of the Holder or any other person to comply with certification, information, documentation identification or other information reporting requirements concerning the nationality, residence, identity or connections connection with the United States of America relevant Taxing Jurisdiction of the Holder or beneficial owner of this Notethe Notes, if such compliance is required by statute or statute, by regulation of the United States Treasury Department relevant Taxing Jurisdiction or any taxing authority therein or by an applicable income tax treaty to which the relevant Taxing Jurisdiction is a party as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a Paying Agent from the payment; (5) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge; (6) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (7) to any tax assessment or other governmental charge required to be withheld or deducted that is imposed on a payment pursuant to sections 1471 through 1474 of the Code (or any amended or successor version of such sections that is substantively comparable and not materially more onerous to comply with), any Treasury Regulations promulgated thereunder, or any other official interpretations thereof (collectively, “FATCA”), any agreement (including any intergovernmental agreement) entered into in connection therewith, or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement in respect of FATCA; (8) any tax assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (9) any tax, assessment or other governmental charge that is imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) reason of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) failure of the Company beneficial owner to fulfill the statement requirements of section 871(h) or (Bsection 881(c) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii10) any withholding or deduction that is tax imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to section 871(h)(6) or section 881(c)(6) of the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, Code (or any law implementing amended or complying with, or introduced in order to conform to, such Directivesuccessor provisions); or (ix11) in the case of any combination of items the above clauses (i), 1) through (ii), (iii), (iv), (v), (vi), (vii10) and (viii) in under this Section 4(a); nor shall 1.8. Except as specifically provided under this Section 1.8, the Company or the Guarantor will not be required to pay additional amounts in respect of any Additional Amounts be paid to any Holder who is a fiduciary tax, assessment or partnership to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holderother governmental charge.

Payment of Additional Amounts. If specified pursuant to Section 301, the provisions of this Section 1011 shall be applicable to Securities of any series. The Company shall will, subject to the exceptions and limitations set forth below, pay to the Holder (including, for purposes of this Section 4, the beneficial owner) of this Note any Security or coupon who is a Non-U.S. Person (as defined below) United States Alien such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such HolderSecurity or coupon, after deduction or withholding by the Company or any of its Paying Agents for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such Holder payment by the United States of America (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided in this Note such Security or in such coupon to be then due and payable (such amountspayable. However, the “Additional Amounts”); provided, however, that the Company shall will not be required to make any payment of Additional Amounts additional amounts for or on account of: (ia) any tax, assessment or other governmental charge that would not have been so imposed but for (Ai) the existence of any present or former connection between such Holder, Holder (or between a fiduciary, settlor, settler or beneficiary of, member or shareholder of, or possessor of a person holding a power over, such Holder, if such Holder is an estate, estate or trust, or a member or shareholder of such Holder, if such Holder is a partnership or corporation, ) and the United States States, including, without limitation, such Holder, Holder (or such fiduciary, settlorsettler, beneficiary, memberperson holding a power, shareholder member or possessor, shareholder) being or having been a citizen or citizen, resident of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in therein or having or having had a permanent establishment therein, or (ii) such Holder's present or former status as a personal holding company, foreign personal holding company, controlled foreign corporation or passive foreign investment company with respect to the United States of Americaor as a corporation that accumulates earnings to avoid United States federal income tax; (b) any tax, assessment or (B) other governmental charge which would not have been so imposed but for the presentation by the Holder of this Note such Security or coupon for payment on a date more than 30 10 days after the later of (x) the date on which such payment becomes became due and payable and (y) or the date on which payment thereof is duly provided for, whichever occurs later; (iic) any estate, inheritance, gift, sales, transfer, excise, personal property tax or any similar tax, assessment or other governmental charge; (iiid) any tax, assessment or other governmental charge imposed required to be withheld by reason any Paying Agent from any payment in respect of any Security or coupon, if such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income taxpayment can be made without such withholding by at least one other Paying Agent; (ive) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment payments in respect of principal of such Security or interest on this Notecoupon; (vf) any tax, assessment or other governmental charge required imposed on a Holder of a Security or coupon that actually or constructively owns 10 percent or more of the total combined voting power of all classes of stock of the Company entitled to be withheld by any paying agent from any payment vote within the meaning of principal Section 871(h)(3) of the Code or interest on this Note if such payment can be made without withholding by any other paying agentthat is a controlled foreign corporation related to the Company through stock ownership; (vig) any tax, assessment or other governmental charge which would not have been imposed but for as a result of the failure to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections connection with the United States of America of the Holder or beneficial owner of this Notea Security or coupon, if such compliance is required by statute or by regulation of the United States Treasury Department States, as a precondition to relief or exemption from such tax, assessment or other governmental charge; (viih) any tax, assessment or other governmental charge imposed with respect to payments on interest received any Registered Security by (Areason of the failure of the Holder to fulfill the statement requirement of Sections 871(h) a 10% shareholder (as defined in Section 871(h)(3)(Bor 881(c) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ixi) any combination of items (ia), (iib), (iiic), (ivd), (ve), (vif), (viig) and (viii) in this Section 4(ah); nor shall any Additional Amounts will additional amounts be paid with respect to any payment on any such Security or coupon to a Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that such payment would be required by the laws of the United States (or any political subdivision thereof) to be included in the income for federal income tax purposes of a beneficiary or settlor settler with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, who would not have been entitled to the payment of such Additional Amounts the additional amounts had such beneficiary, settlorsettler, member or beneficial owner been the HolderHolder of such Security or coupon.

Payment of Additional Amounts. The Company shall pay will, subject to the Holder (includingexceptions and limitations set forth below, for purposes of this Section 4, pay as additional interest on the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) Notes such additional amounts as may be are necessary so in order that every the net payment by the Company or a paying agent of the principal of and interest on this Note the Notes to such a Foreign Holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder by of the United States of America or any a political subdivision or taxing authority thereof or therein, imposed by withholding with respect to the payment, will not be less than the amount provided in this Note the Notes to be then due and payable (such amountspayable; PROVIDED, the “Additional Amounts”); provided, howeverHOWEVER, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (i) any 1. to a tax, assessment or other governmental charge that would not have been is imposed but for (A) or withheld solely by reason of the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a person holding a power over an estate or trust administered by a fiduciary holder, considered as: a. being or having been present or engaged in a trade or business in the United States includingor having or having had a permanent establishment in the United States; b. having a current or former relationship with the United States, without limitation, such Holder, including a relationship as a citizen or such fiduciary, settlor, beneficiary, member, shareholder or possessor, resident thereof; c. being or having been a citizen foreign or resident domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax; or d. being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of America 1986, as amended, (the "Code") or treated as any successor provision; 2. to any Holder that is not the sole beneficial owner of the Notes, or a resident thereof portion thereof, or being that is a fiduciary or having partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership would not have been engaged in trade entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or business member received directly its beneficial or present in distributive share of the payment; 3. to a tax, assessment or governmental charge that is imposed or withheld solely by reason of the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of Americathe Holder or beneficial owner of such Notes, if compliance is required by statute, by regulation of the United States Treasury Department or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which reduction of, such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any 4. to a tax, assessment or other governmental charge that is imposed otherwise than by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation withholding by the Company or a personal holding company with respect to paying agent from the United States of America, or as a corporation which accumulates earnings to avoid United States federal income taxpayment; (iv) any 5. to a tax, assessment or other governmental charge which that is payable otherwise imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than by withholding from 15 days after the payment of principal of becomes due or interest on this Noteis duly provided for, whichever occurs later; (v) 6. to an estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge; 7. to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note any Notes, if such payment can be made without such withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) 8. in the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder"1." - "7."

Payment of Additional Amounts. The Company shall pay shall, subject to the Holder (includingexceptions and limitations set forth below, for purposes of this Section 4, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such pay additional amounts as may be are necessary so in order that every the net payment by the Company of principal of and interest on this Note the Securities to such Holdera Holder who is not a United States person (as defined below), after withholding or deduction or withholding for or on account of any present or future tax, assessment or other similar governmental charge (each, a “Tax”) imposed upon such Holder by the United States of America or any taxing authority thereof or thereinStates, will not be less than the amount provided which would have been received by such Holder in this Note to be then due and payable (respect of such amounts, payments in the “Additional Amounts”)absence of such withholding or deduction; provided, however, that the Company foregoing obligation to pay additional amounts shall not be required to make any payment of Additional Amounts for or on account ofapply: (i1) to any tax, assessment Tax to the extent such Tax is imposed by reason of the Holder (or other governmental charge that would not have been imposed but the beneficial owner for (A) the existence of any present or former connection between whose benefit such HolderHolder holds such Security), or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation, and the United States including, without limitation, such Holder, or such fiduciary, settlor, beneficiary, memberpartner, member or shareholder of the Holder if the Holder is an estate, nominee, trust, partnership, limited liability company or possessorcorporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (a) being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States; (b) having or having had any other connection with the United States (other than a connection arising solely as a result of the ownership of the Securities, the receipt of any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the United States of America or treated as a resident thereof or States; (c) being or having been engaged in trade or business or present in the United States of Americaa personal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation for United States federal income tax purposes or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States federal income tax; (ivd) any tax, assessment being or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have having been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America a “10-percent shareholder” of the Holder of this Note, if such compliance is required by statute or by regulation of the United States Treasury Department as a precondition to relief or exemption from such tax, assessment or other governmental charge; (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (Company as defined in Section 871(h)(3)(Bsection 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and ) or any amended or successor provision; or (e) being or having been a bank receiving payments on an extension of credit made pursuant to an loan agreement entered into in the regulations ordinary course of its trade or business; (2) to any Holder that may be promulgated thereunder) is not the sole beneficial owner of the Company Securities, or (B) a controlled foreign corporation portion of the Securities, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Company within Holder, a beneficiary or settlor with respect to the meaning fiduciary, or a beneficial owner or member of the Codepartnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (viii3) to any Tax to the extent such Tax would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or other information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Securities, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from, or reduction of, such Tax; (4) to any Tax that is imposed otherwise than by withholding by the Company or a paying agent from the payment; (5) to any estate, inheritance, gift, sales, value added, excise, transfer, wealth, gains, personal property Tax or similar Tax; (6) to any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that any European Union Directive relating to directive on the taxation of savings adopted on June 3savings, 2003 by or any similar directive of any jurisdiction outside of the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, to any such Directive; ordirective; (ix7) to any Tax required to be withheld by any paying agent from any payment of principal of or interest on any Security, if such payment can be made without such withholding by at least one other paying agent; (8) to any Tax to the extent such Tax would not have been imposed but for the presentation by the Holder or beneficial owner of any Security, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (9) to any Tax to the extent such Tax is imposed or withheld solely by reason of the beneficial owner being a bank (i) purchasing the Securities in the ordinary course of its lending business or (ii) that is neither (A) buying the Securities for investment purposes only nor (B) buying the Securities for resale to a third-party that either is not a bank or holding the Securities for investment purposes only; (10) to any Tax imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or other official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Internal Revenue 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 Internal Revenue Code; (11) to any backup withholding Tax imposed pursuant to Section 3406 of the Code (or any amended or successor provision); (12) (13) to any Tax imposed pursuant to Section 871(h)(6) or 881(c)(6) of the Code (or any amended or successor provisions); or in the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in the clauses above. Except as specifically provided under this Section 4(a); nor shall 6, the Company is not required to make any Additional Amounts be paid to payment for any Holder who is a fiduciary Tax imposed by any government or partnership to the extent that a beneficiary any political subdivision or settlor with respect to such fiduciary taxing authority of or a member of such partnership in any government or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holderpolitical subdivision.

Payment of Additional Amounts. The (a) All payments made by the Company shall pay under or with respect to the Holder Notes will be made free and clear of, and without withholding or deduction for or on account of, any Tax, unless the withholding or deduction of such Tax is then required by law. If any deduction or withholding by any applicable withholding agent for or on account of any Taxes imposed or levied by or on behalf of the United States or a taxing authority of or in the United States (includinga “Tax Jurisdiction”) will at any time be required to be made in respect of any payments made by the Company under or with respect to the Notes, for purposes including payments of this Section 4principal, redemption price, purchase price, interest or premium, then the Company will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each beneficial owner) owner of this Note who the Notes that is not a Non-U.S. Person (as defined below) after such additional amounts as may be necessary so that every net payment of principal of and interest on this Note to such Holderwithholding, after deduction or withholding for imposition (including any such withholding, deduction or on account imposition in respect of any present or future tax, assessment or other governmental charge imposed upon such Holder by the United States of America or any taxing authority thereof or therein, will not be less than the amount provided in this Note to be then due and payable (such amounts, the “Additional Amounts”)) will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that the Company shall not be required to make any payment of no Additional Amounts for or on account ofwill be payable with respect to: (i1) any taxTaxes, assessment or other governmental charge that to the extent such Taxes would not have been imposed but for the Holder of a Note (Aor the beneficial owner for whose benefit such Holder holds such Note) the existence of any present or former connection between such Holder, or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, or possessor of a power over, such Holder, the Holder if such the Holder is an estate, trust, partnership or corporation, and or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (a) having a current or former connection with the United States includingrelevant Tax Jurisdiction (other than a connection arising solely from the ownership or disposition of such Note, without limitationthe enforcement of rights under such Note), such Holder, or such fiduciary, settlor, beneficiary, member, shareholder or possessor, including being or having been a citizen or resident of the United States of America such Tax Jurisdiction, being or treated as having engaged in a resident thereof trade or business in such Tax Jurisdiction or having or having had a permanent establishment in such Tax Jurisdiction; or (b) being or having been engaged in trade or business or present in the United States of Americaa personal holding company, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for; (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (iii) any tax, assessment or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, company or a controlled foreign corporation for U.S. federal income tax purposes or a personal holding company with respect to the United States of America, or as a corporation which accumulates that has accumulated earnings to avoid United States U.S. federal income tax; (iv2) any taxHolder that is not the sole beneficial owner of the Notes, assessment or other governmental charge which a portion of the Notes, or that is payable otherwise than by withholding from a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of principal Additional Amounts had the beneficial owner, beneficiary, settlor or member received directly its beneficial or distributive share of or interest on this Notethe payment; (v3) any tax, assessment or other governmental charge Taxes required to be withheld by any paying agent from any payment of principal of or interest on this Note any note, if such payment can be made without such withholding by any at least one other paying agent; (vi4) any taxTaxes, assessment to the extent such Taxes were imposed as a result of the presentation of a Note for payment more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder or other governmental charge which beneficial owner would not otherwise have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (5) any Taxes that are payable otherwise than by deduction or withholding from a payment on or with respect to the Notes; (6) any U.S. federal withholding tax imposed but as a result of the beneficial owner: (a) being a controlled foreign corporation for U.S. federal income tax purposes related to the Company; (b) being or having been a “10-percent shareholder” of the Company as defined in Section 871(h)(3) of the Code; or (c) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (7) any estate, inheritance, gift, sales, transfer, excise, wealth, capital gains, personal property or similar Taxes; (8) any Taxes, to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes to comply with any certification, informationidentification, documentation information or other reporting requirements concerning the nationalityrequirements, residence, identity or connections with the United States of America of the Holder of this Note, if such compliance is whether required by statute statute, treaty, regulation or by regulation administrative practice of the United States Treasury Department a Tax Jurisdiction, as a precondition to relief exemption from, or exemption from reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally eligible to provide such tax, assessment certification or other governmental chargedocumentation; (vii9) any taxTaxes that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code as of the date of the Indenture (or any amended or successor version that is substantively comparable), assessment any regulations promulgated thereunder or any other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in official interpretations thereof, any agreement entered into pursuant to Section 871(h)(3)(B1471(b) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or date of Indenture (B) a controlled foreign corporation with respect to the Company within the meaning of the Code; (viii) any withholding or deduction that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law amended or successor version described above) or any intergovernmental agreements (and any related law, regulation or official administrative guidance) implementing or complying with, or introduced in order to conform to, such Directivethe foregoing; or (ix10) any combination of items (i), 1) through (ii), 9) above. (iii), (iv), (v), (vi), (viib) and (viii) Except as specifically provided for in this Section 4(a); nor shall 4.07, the Company will not be required to make any payment for any Tax. (c) If the Company becomes aware that it will be obligated to pay Additional Amounts be paid to any Holder who is a fiduciary or partnership to the extent that a beneficiary or settlor with respect to such fiduciary any payment under or a member with respect to the Notes, the Company will deliver to the Trustee and Paying Agent promptly prior to the date of such partnership or a beneficial owner thereof, would not have been that payment an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date. The Trustee and Paying Agent shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. (d) The Company, if it is the applicable withholding agent, will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company will furnish to the Trustee upon reasonable written request, within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Company or if, notwithstanding such Additional Amounts had entity’s efforts to obtain receipts, receipts are not obtained, other reasonable evidence of payments by such beneficiaryentity. (e) The above obligations will survive any termination, settlordefeasance or discharge of the Indenture, member any transfer by a holder or beneficial owner been of its Notes, and will apply, mutatis mutandis, to any successor Person to the HolderCompany. (f) As used in this Section 4.07 and under Section 3.03 hereof,

Payment of Additional Amounts. The Company shall pay to (a) All payments made by the Holder (includingIssuer or the Note Guarantors under, for purposes of this Section 4or with respect to, the beneficial owner) of this Note who is a Non-U.S. Person (as defined below) such additional amounts as may Notes shall be necessary so that every net payment of principal of made free and interest on this Note to such Holderclear of, after and without withholding or deduction or withholding for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed upon such Holder or levied by or on behalf of the United States, Mexico, Spain, the Netherlands, France, the United Kingdom, Switzerland or, in the event that the Issuer appoints additional paying agents, by the United States jurisdictions of America such additional paying agents (a “Taxing Jurisdiction”), unless the Issuer or such Note Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof. (b) If the Issuer or any taxing authority thereof Note Guarantor is so required to withhold or thereindeduct any amount for, will or on account of, such Taxes from any payment made under or with respect to the Notes, the Issuer or such Note Guarantor, as the case may be, shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction shall not be less than the amount provided in this Note such Holder would have received if such Taxes had not been required to be then due and payable (such amounts, the “Additional Amounts”)withheld or deducted; provided, however, that the Company shall not be required foregoing obligation to make any payment of pay Additional Amounts for or on account ofdoes not apply to: (i) any tax, assessment Taxes imposed solely because at any time there is or other governmental charge that would not have been imposed but for (A) the existence of any present or former was a connection between such Holderthe Holder and a Taxing Jurisdiction (other than the mere purchase of the Notes, or between a fiduciary, settlor, beneficiary of, member or shareholder of, or possessor receipt of a power over, such Holder, if such Holder is an estate, trust, partnership payment or corporation, and the United States including, without limitation, such Holder, ownership or such fiduciary, settlor, beneficiary, member, shareholder or possessor, being or having been a citizen or resident holding of the United States of America or treated as a resident thereof or being or having been engaged in trade or business or present in the United States of America, or (B) the presentation of this Note for payment on a date more than 30 days after the later of (x) the date on which such payment becomes due and payable and (y) the date on which payment thereof is duly provided for;Notes), (ii) any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge;Tax imposed with respect to the Notes, (iii) any tax, assessment Taxes imposed solely because the Holder or other governmental charge imposed by reason of such Xxxxxx’s past or present status as a passive foreign investment company, a controlled foreign corporation or a personal holding company with respect to the United States of America, or as a corporation which accumulates earnings to avoid United States federal income tax; (iv) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal of or interest on this Note; (v) any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on this Note if such payment can be made without withholding by any other paying agent; (vi) any tax, assessment or other governmental charge which would not have been imposed but for the failure person fails to comply with any certification, information, documentation identification or other reporting requirements requirement concerning the nationality, residence, identity or connections connection with the United States of America a Taxing Jurisdiction of the Holder or any beneficial owner of this the Note, if such compliance is required by statute or by regulation the applicable law of the United States Treasury Department Taxing Jurisdiction as a precondition to relief exemption from, or exemption from such reduction in the rate of, the tax, assessment or other governmental charge;, and the Issuer has given the Holders at least 30 days’ notice that Holders shall be required to provide such information and identification, (iv) any Taxes payable otherwise than by deduction or withholding from payments on the Notes, (v) [Reserved], (vi) any Taxes that would have been avoided by presenting for payment (where presentation is required) the relevant Note to another Paying Agent, (vii) any tax, assessment or other governmental charge imposed on interest received by (A) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Company or (B) a controlled foreign corporation Taxes with respect to such Note presented for payment more than 30 days after the Company within date on which the meaning payment became due and payable or the date on which payment thereof is duly provided for and notice thereof given to Holders, whichever occurs later, except to the extent that the Holders of the Code;such Note would have been entitled to such Additional Amounts on presenting such Note for payment on any date during such 30 day period, or (viii) any withholding or deduction payment on the Note to a Holder that is imposed on a payment to an individual and is required to be made pursuant to that European Union Directive relating to the taxation of savings adopted on June 3, 2003 by the European Union’s Economic and Financial Affairs Council, or any law implementing or complying with, or introduced in order to conform to, such Directive; or (ix) any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii) in this Section 4(a); nor shall any Additional Amounts be paid to any Holder who is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary or fiduciary, a member of such a partnership or a the beneficial owner thereof, of the payment would not have been entitled to the payment of such Additional Amounts had such the beneficiary, settlor, member or beneficial owner been the HolderHolder of the Note. (c) The obligations in Section 3.21(a) and Section 3.21(b) shall survive any termination or discharge of this Indenture and shall apply mutatis mutandis to any Taxing Jurisdiction with respect to any successor to the Issuer or any Note Guarantor, as the case may be. The Issuer or such Note Guarantor, as applicable, shall (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant Taxing Jurisdiction in accordance with applicable law. The Issuer or such Note Guarantor, as applicable, shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Taxing Jurisdiction imposing such Taxes and shall furnish such certified copies to the Trustee within 30 days after the date the payment of any Taxes so deducted or so withheld is due pursuant to applicable law or, if such tax receipts are not reasonably available to the Issuer or such Note Guarantor, as applicable, furnish such other documentation that provides reasonable evidence of such payment by the Issuer or such Note Guarantor, as applicable. (d) The exception to the Issuer’s obligations to pay Additional Amounts pursuant to clause (iii) of Section 3.21(c)will not apply if (i) the provision of information, documentation or other evidence described in such clause would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note than comparable information or other reporting requirements imposed under U.S. tax law, regulation (including proposed regulations) and administrative practice, or (ii) Article 166, Section II, paragraph a), of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) (or a substitute or equivalent provision) is in effect, unless (A) the provision of the information, documentation or other evidence described in clause (iii) of Section 3.21(b) is expressly required by the applicable Mexican laws and regulations in order to apply Article 166, Section II, paragraph a), of the Mexican Income Tax Law (or substitute or equivalent provision), (B) the Issuer or any Note Guarantor cannot obtain the information, documentation or other evidence necessary to comply with the applicable Mexican laws and regulations on its own through reasonable diligence and (C) the Issuer or any Note Guarantor would not otherwise meet the requirements for application of the applicable Mexican laws and regulations. (e) Clause (iii) of Section 3.21(c)does not require, and shall not be construed to require, that any holder, including any non-Mexican pension fund, retirement fund, tax- exempt organization or financial institution, register with the Mexican Tax Management Service (Servicio de Administración Tributaria) or the Mexican Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) to establish eligibility for an exemption from, or a reduction of, Mexican withholding taxes. (f) Any reference in this Indenture, any supplemental indenture or the Notes to principal, premium, interest or any other amount payable in respect of the Notes by the Issuer shall be deemed also to refer to any Additional Amount that may be payable with respect to that amount under the obligations referred to in this subsection. Payment of any Additional Amounts with respect to interest shall be considered as an interest payment under, or with respect to, the Notes. (g) In the event that Additional Amounts actually paid with respect to the Notes pursuant to this Section 3.21 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 a claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, and without any further action, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to the Issuer. However, by making such assignment, the Holder makes no representation or warranty that the Issuer shall be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.