Common use of Payment of Additional Amounts Clause in Contracts

Payment of Additional Amounts. (a) The Company shall pay any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instances:

Payment of Additional Amounts. (a) The Company shall pay any amounts due with All payments of principal and interest in respect to of the Securities Securities, the Note Indenture and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed Guarantee by or for the account of the Cayman Islands, Switzerland Company or any other jurisdiction Guarantor shall be made without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Mexico, the Netherlands, the British Virgin Islands or in which either the event the Company or a any Guarantor is a resident for tax purposes or any political subdivision or taxing authority appoints additional paying agents, by the jurisdictions of such jurisdiction additional paying agents (the each a “Note Taxing Jurisdiction”), unless or any political subdivision thereof or any authority therein or thereof (“Applicable Taxes”), except to the extent that such Applicable Taxes are required by a Note Taxing Jurisdiction or any such political subdivision or authority to be withheld or deducted. In the event of any withholding or deduction is required by law. If such deduction or withholding is at for any time requiredApplicable Taxes, the Company or and the Guarantors shall pay such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) as will result in receipt by the Holders of Securities on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Applicable Taxes payable in respect of principal amountAdditional Amounts) been required, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so except that the net amounts paid to the holder or the Trustee after no such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instancesshall be payable with respect to any payment on a Security:

Payment of Additional Amounts. (a) The All payments made by the Company shall pay or any amounts due Guarantor under or with respect to the Securities and any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Jurisdiction (“Taxes”), unless the Guarantors will pay Company or any amounts due Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. In the event that the Company or any Guarantor is required to so withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxesthe Note Guarantee, levies, imposts and charges (a “withholding tax”) imposed by or for as the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time requiredcase may be, the Company or such the applicable Guarantor, as applicablethe case may be, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), will pay such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the amount received by each holder or the Trustee of Securities (including Additional Amounts) after such withholding or deduction or withholding will equal the principal amount, redemption price and interest (amount that such Holder would have received if any), on the Securities. However, neither the Company nor any Guarantor will pay any such Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment to a holder of Securities or a holder of beneficial interests in Global Securities where such holder is subject to taxation on such payment by a relevant Taxing Jurisdiction for any reason other than such holder’s mere ownership of the following instancesSecurities or for or on account of:

Payment of Additional Amounts. (a) The All payments made by Parent or the Company shall pay any amounts due under or with respect to the Securities and the Guarantors Guarantees will pay be made free and clear of and without withholding or deduction for or on account of any amounts due present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Jurisdiction (“Taxes”), unless Parent or the Company, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. In the event that Parent or the Company is required to so withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company or such GuarantorGuarantees, as applicablethe case may be, willParent or the Company, to as the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements)case may be, will pay such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the amount received by each holder or the Trustee of Securities (including Additional Amounts) after such withholding or deduction or withholding will equal the principal amount, redemption price and interest (amount that such Holder would have received if any), on the Securities. However, neither the Company nor any Guarantor will pay any such Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment to a holder of Securities or a holder of a beneficial interests in Global Securities where such holder is subject to taxation on such payment by a relevant Taxing Jurisdiction for any reason other than such holder’s mere ownership of the following instancesSecurities or for or on account of:

Payment of Additional Amounts. (a) The Company All payments in respect of the Notes shall pay be made by Company, the Guarantor or the Operating Partnership if an Operating Partnership Guarantee has been issued, as applicable, without withholding or deduction for, or on account of, any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesduties, imposts and assessments or governmental charges (a “withholding tax”) of whatever nature, imposed or levied by the Netherlands or for the account of the Cayman Islands, Switzerland United States or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”)thereof or therein, as applicable, unless such withholding or deduction is required by law. If such withholding or deduction or withholding is at any time requiredrequired by law, the Company Company, the Guarantor or such Guarantorthe Operating Partnership if an Operating Partnership Guarantee has been issued, as applicable, willshall pay to a Holder who is not a United States person, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements)as applicable, pay such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of on the Securities and this Indenture, as may be are necessary so in order that the net amounts paid payment by the Company, the Guarantor or the Operating Partnership if an Operating Partnership Guarantee has been issued, as applicable, or a Paying Agent of principal of, and premium, if any, and interest on, the Securities to such Holder, after such withholding or deduction, shall not be less than the amount provided in the Securities to be then due and payable, provided, however, that the foregoing obligation to pay Additional Amounts shall not apply to the holder exceptions provided for in Section 1104 of the Original Indenture. The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the SecuritiesNotes. HoweverExcept as specifically provided hereunder, neither the Company nor the Guarantor nor the Operating Partnership if an Operating Partnership Guarantee has been issued, as applicable, shall be required to make any Guarantor will pay payment for any Additional Amounts tax, duty, assessment or governmental charge of whatever nature imposed by any government or a political subdivision or taxing authority of or in the following instances:any government or political subdivision.

Payment of Additional Amounts. (a) The All payments made by the Company shall pay any amounts due under or with respect to the Securities and the Guarantors will pay any amounts due or by a Guarantor with respect to a Guarantee, will be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, assessment or other governmental charge, including any related interest, penalties or additions to tax (“Taxes”) unless the Securities Guarantees without withholding or deduction of such Taxes is then required by law or by interpretation or administration of law. If any deduction or withholding for for, or on account of, any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) Taxes imposed or levied by or for the account on behalf of the Cayman Islands, Switzerland or (i) any other jurisdiction in which either the Company Company, or a Guarantor the applicable Guarantor, is a then incorporated, organized or resident for tax purposes or any political subdivision thereof or taxing authority of such jurisdiction therein (the each, a “Taxing Company Tax Jurisdiction”)) or (ii) any jurisdiction from or through which payment is made by or on behalf of the Company, unless such withholding or deduction is required by law. If such deduction a Guarantor (including the jurisdiction of any paying agent for the applicable series of Securities) or withholding is any political subdivision thereof or therein (each, together with each Company Tax Jurisdiction, a “Tax Jurisdiction”) will at any time requiredbe required to be made from any payments made by the Company under or with respect to the applicable series of Securities or a Guarantor under or with respect to the applicable Guarantee, including payments of principal, redemption price, interest or premium, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), will pay such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that the net amounts paid to received in respect of such payments by each holder of the holder or the Trustee Securities of such series after such withholding, deduction or withholding imposition (including any such withholding, deduction or imposition from such Additional Amounts) will equal the principal amountrespective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, redemption price and interest (if any)however, on the Securities. However, neither the Company nor any Guarantor will pay any that no Additional Amounts in the following instanceswill be payable with respect to:

Payment of Additional Amounts. (a) The Company shall pay will make all payments of principal of, and premium (if any) and interest on, the Notes of any amounts due with respect to the Securities and the Guarantors will pay series without withholding or deduction for, or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesduties, imposts and assessments or governmental charges (a “withholding tax”) of whatever nature imposed or levied by or for the account of the Cayman Islandswithin Luxembourg, Switzerland or any other jurisdiction in which either the Company or a Guarantor ArcelorMittal is a resident for tax purposes or, in the case of a successor entity, any jurisdiction in which such successor entity is organized or resident for tax purposes (or any political subdivision or taxing authority of such jurisdiction thereof or therein) (the each, as applicable, a “Taxing Relevant Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. If In the event that any such withholding or deduction or withholding is at any time so required, the Company or such Guarantorany successor entity, as applicablethe case may be, willwill make such deduction or withholding, make payment of the amount so withheld to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), appropriate governmental authority and will pay such additional amounts (the “Additional Amounts”) that will result in respect the receipt by the Holders of principal amountsuch amounts that would have been received by such Holders had no such withholding or deduction been required by the Relevant Jurisdiction, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so except that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any no Additional Amounts in the following instanceswill be payable:

Payment of Additional Amounts. (a) The All payments (including any premium paid upon redemption of the Notes) by or on behalf of the Company shall pay or a successor in respect of the Notes or the Guarantor or a successor in respect of the Note Guaranty will be made free and clear of, and without withholding or deduction for or on account of, any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesduties, imposts and assessments, or other governmental charges (a “withholding tax”) of whatever nature imposed or levied by or for the account on behalf of Chile, the Cayman Islands, Switzerland Islands or any authority therein or thereof or any other jurisdiction in which either the Company or a the Guarantor is a resident for tax purposes (or in each case, their successor) are organized or doing business or from or through which payments are made in respect of the Notes, or any political subdivision or taxing authority thereof or therein (any of such jurisdiction (the aforementioned being a “Taxing Jurisdiction”), unless the Company or the Guarantor (or their respective successor) are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or the Guarantor (or their respective successor) will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts received by registered Holders of Notes after such withholding or deduction is required by law. If shall equal the respective amounts of principal and interest (or other amounts stated to be payable under the Notes) which would have been received in respect of the Notes in the absence of such withholding or deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount). Notwithstanding the foregoing, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after no such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instancesshall be payable:

Payment of Additional Amounts. (a) The Company shall pay any amounts due All payments made on all Securities and, with respect to any series of Securities to which the Securities provisions of Article Fifteen shall apply, the Guarantee by the Company, the Guarantor, or a paying agent, as the case may be, shall be made free and the Guarantors will pay any amounts due with respect to the Securities Guarantees clear of and without withholding or deduction for or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the on account of the Cayman Islandsany present or future income, Switzerland stamp or any other jurisdiction in which either the Company tax, duty, levy, impost, assessment or other governmental charge of a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction similar nature (the collectively, “Taxing JurisdictionTaxes”), unless such withholding the Company, the Guarantor or deduction a paying agent, as applicable is required to withhold or deduct Taxes by lawlaw or by the official interpretation or administration thereof. If such deduction the Company, the Guarantor or withholding a paying agent, as applicable, is at required to withhold or deduct any time requiredamount for or on account of Taxes from any payment made in respect of the Securities or, with respect to any series of Securities to which provisions of Article Fifteen shall apply, the Guarantee levied by or on behalf of a Relevant Taxing Jurisdiction, the Company or such the Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), shall pay such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so such that the net amounts paid to the holder or the Trustee amount received by each Holder (including such Additional Amounts), after such deduction withholding or withholding will equal deduction, shall not be less than the principal amount, redemption price and interest (amount such Holder would have received if any), on the Securities. However, neither the Company nor any Guarantor will pay any Taxes had not been withheld or deducted; provided that no Additional Amounts in the following instanceswill be payable with respect to Taxes:

Payment of Additional Amounts. (a) The Company shall pay any amounts due with 10.7.1 All payments in respect to of the Securities and the Guarantors will pay shall be made without withholding or deduction for or on account of any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesduties, imposts and assessments or other governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Brazil (a “withholding taxBrazilian Taxes”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction or political subdivision thereof having power to tax in which either the Company or a Guarantor any successor thereto is organized or incorporated or is a resident for tax purposes or any political subdivision or taxing authority of (“Foreign Taxes”), as applicable (each such jurisdiction (the jurisdiction, a “Relevant Taxing Jurisdiction”), unless the Company is compelled by law to deduct or withhold such taxes, duties, assessments or governmental charges. In the event of any such withholding or deduction is required by law. If deduction, the Company shall make such deduction or withholding is at any time requiredwithholding, will make payment of the Company or such Guarantor, as applicable, will, amount so withheld to the fullest extent allowed by law (subject appropriate governmental authority and will pay to compliance by the holder of a Security with any relevant administrative requirements), pay each Holder such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that every net payment made by the net amounts paid to Company on the holder or the Trustee Securities after such withholding or deduction for or withholding on account of any Brazilian Taxes or Foreign Taxes will equal the principal amountrespective amounts of principal, redemption price premium, if any, and interest which would have been receivable in respect of such Securities had no such withholding or deduction (if any)including for any Foreign Taxes payable in respect of Additional Amounts) been required, on the Securities. However, neither the Company nor any Guarantor will pay any except that no such Additional Amounts in the following instancesshall be payable with respect to any payment on a Security:

Payment of Additional Amounts. (a) The a)The Company shall pay any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instances:

Payment of Additional Amounts. (a) The All payments made by Parent or the Company shall pay any amounts due under or with respect to the Securities and the Guarantors Guarantees will pay be made free and clear of and without withholding or deduction for or on account of any amounts due present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature imposed or levied by or on behalf of any Taxing Jurisdiction (“Taxes”), unless Parent or the Company, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration thereof. In the event that Parent or the Company is required to so withhold or deduct any amount for or on account of any Taxes from any payment made under or with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company or such GuarantorGuarantees, as applicablethe case may be, willParent or the Company, to as the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements)case may be, will pay such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the amount received by each holder or the Trustee of Securities (including Additional Amounts) after such withholding or deduction or withholding will equal the principal amount, redemption price and interest (amount that such Holder would have received if any), on the Securities. However, neither the Company nor any Guarantor will pay any such Taxes had not been required to be withheld or deducted; provided that no Additional Amounts in will be payable with respect to a payment to a holder of Securities where such holder is subject to taxation on such payment by a relevant Taxing Jurisdiction for any reason other than the following instancesholder’s mere ownership of the Securities or for or on account of:

Payment of Additional Amounts. (a) The a)The Company shall pay any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or Switzerland, any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes purposes, any jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (including, without limitation, the Paying Agent) or any political subdivision or taxing authority of any such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the ​ ​ ​ principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instances:

Payment of Additional Amounts. (ai) The Company shall pay any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instances:

Payment of Additional Amounts. (a) The All payments by the Company shall pay any amounts due with in respect to of the Securities and Notes or the Guarantors in respect of the Note Guarantees will pay be made free and clear of, and without withholding or deduction for or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesduties, imposts and assessments, or other governmental charges (a “withholding tax”) of whatever nature imposed or levied by or for the account on behalf of the Cayman IslandsIslands or Brazil, Switzerland or any authority therein or thereof or any other jurisdiction in which either the Company or the Guarantors are organized, doing business or through which payments are made in respect of notes or the guarantees (any of the aforementioned being a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing JurisdictionJurisdiction ”), unless the Company or the Guarantors are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or the Guarantors, as applicable, will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts receivable by Holders of Notes after such withholding or deduction is required by law. If shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount). Notwithstanding the foregoing, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after no such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instancesshall be payable:

Payment of Additional Amounts. (a) The All payments made by the Company shall pay any amounts due under or with respect to the Securities and the Guarantors will pay any amounts due Notes (or by a Guarantor (if any) under or with respect to the Securities Guarantees any Guarantee) will be made free and clear of, and without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction for or on account of, any Tax, unless the withholding or deduction of such Tax is then required by law. If such any deduction or withholding is 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 (a “Tax Jurisdiction”) will at any time requiredbe required to be made in respect of any payments made by the Company under or with respect to the Notes or any Guarantor under or with respect to its Guarantee, including payments of principal, redemption price, purchase price, interest or premium, then the Company or such the relevant Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), will pay such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that the net amounts paid to received in respect of such payments by each beneficial owner of the holder or the Trustee Notes that is not a U.S. Person (as defined below) after such withholding, deduction or withholding imposition (including any such withholding, deduction or imposition in respect of any such Additional Amounts) will equal the principal amountrespective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, redemption price and interest (if any)however, on the Securities. However, neither the Company nor any Guarantor will pay any that no Additional Amounts in the following instanceswill be payable with respect to:

Payment of Additional Amounts. (a) The All payments and deliveries made by the Company shall pay or any amounts due successor to the Company under or with respect to the Securities this Indenture and the Guarantors will pay Notes, including, but not limited to, payments of principal (including the Fundamental Change Repurchase Price, if applicable, the 2016 Repurchase Price, if applicable, and the Redemption Price, if applicable), payments of interest, including any amounts due Additional Interest, and deliveries of Ordinary Shares (together with respect to the Securities Guarantees without deduction or withholding payments of cash for any and all fractional Ordinary Shares, if applicable) upon conversion, shall be made without withholding or deduction for, or on account of, any present and or future withholding taxes, leviesduties, imposts and assessments or governmental charges (a “withholding tax”) of whatever nature imposed or levied by or for the account of the Cayman Islands, Switzerland or within any other jurisdiction in which either the Company or a Guarantor is a resident any successor to the Company is, for tax purposes purposes, organized or otherwise resident or from or through which payment is made (or any political subdivision or taxing authority of such jurisdiction thereof or therein) (the each, as applicable, a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. If In the event that any such withholding or deduction or withholding is at any time so required, the Company or such Guarantor, as applicable, will, any successor to the fullest extent allowed by law (subject Company shall pay to compliance by the holder of a Security with any relevant administrative requirements), pay each Holder such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so to ensure that the net amounts paid to amount received by the holder or the Trustee beneficial owner after such withholding or deduction or withholding will (and after deducting any taxes on the Additional Amounts) shall equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided that no Additional Amounts in the following instancesshall be payable:

Payment of Additional Amounts. (a) The Company shall pay any amounts due with 10.7.1 All payments in respect to of the Securities and the Guarantors will pay shall be made without withholding or deduction for or on account of any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesduties, imposts and assessments or other governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of Brazil (a “withholding taxBrazilian Taxes”), the Netherlands (“Dutch Taxes”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction or political subdivision thereof having power to tax in which either the Company or a Guarantor any successor thereto is organized or incorporated or is a resident for tax purposes or any political subdivision or taxing authority of (“Foreign Taxes”), as applicable (each such jurisdiction (the jurisdiction, a “Relevant Taxing Jurisdiction”), unless the Company is compelled by law to deduct or withhold such taxes, duties, assessments or governmental charges. In the event of any such withholding or deduction is required by law. If deduction, the Company shall make such deduction or withholding is at any time requiredwithholding, will make payment of the Company or such Guarantor, as applicable, will, amount so withheld to the fullest extent allowed by law (subject appropriate governmental authority and will pay to compliance by the holder of a Security with any relevant administrative requirements), pay each Holder such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that every net payment made by the net amounts paid to Company on the holder or the Trustee Securities after such withholding or deduction for or withholding on account of any Brazilian Taxes, Dutch Taxes or Foreign Taxes will equal the principal amountrespective amounts of principal, redemption price premium, if any, and interest which would have been receivable in respect of such Securities had no such withholding or deduction (if any)including for any Foreign Taxes payable in respect of Additional Amounts) been required, on the Securities. However, neither the Company nor any Guarantor will pay any except that no such Additional Amounts in the following instancesshall be payable with respect to any payment on a Security:

Payment of Additional Amounts. (a) The Company shall pay any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instances:: 44 Table of ContentsTable of Contents

Payment of Additional Amounts. (a) The a)The Company shall pay any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or Switzerland, any other jurisdiction ​ in which either the Company or a Guarantor is a resident for tax purposes purposes, any jurisdiction from or through which payment is made by or on behalf of the Company or any Guarantor (including, without limitation, the Paying Agent) or any political subdivision or taxing authority of any such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instances:

Payment of Additional Amounts. If specified pursuant to Section 3.1, the provisions of this Section 10.10 shall be applicable to Securities of any series and any related Guarantees. All payments by the Company, the Parent Guarantor or their Paying Agents (aeach referred to in this section as a “Payor”) The Company shall pay any amounts due with respect to any Security or related Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, assessment or other governmental charge and any applicable interest and penalties (collectively “Taxes”), unless the Securities and withholding or deduction of such amounts is required by law or the Guarantors will pay any amounts due with respect official interpretation thereof. The Company or the Parent Guarantor, as the case may be, will, subject to the Securities Guarantees without exceptions and limitations set forth below, pay such additional amounts as may be necessary to ensure that every net payment on such Security or related Guarantee, after deduction or withholding by the applicable withholding agent, for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the on account of the Cayman Islands, Switzerland any present or future Tax imposed upon or as a result of such payment by any other jurisdiction in which either the Company or a the Parent Guarantor is a incorporated or organized, resident or engaged in business for tax purposes purposes, or from or through which payment is made by or on behalf of the Company or the Parent Guarantor, or, in each case, any political subdivision thereof or taxing authority of such jurisdiction therein (the each a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law. If including any such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, attributable to the fullest extent allowed by law payment of such additional amounts, will not be less than the amount provided in such Security to be then due and payable absent such deduction or withholding (subject to compliance by the holder of a Security with any relevant administrative requirements)such additional amounts, pay additional amounts (the “Additional Amounts”) ). However, the Company and the Parent Guarantor will not pay Additional Amounts (including, for the avoidance of doubt, any such amount in respect of principal amount, redemption price and interest (if any), in accordance with the terms payment of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder Additional Amounts) for or the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instancesaccount of:

Payment of Additional Amounts. (a) The Company shall pay any amounts due All payments made on all Securities and, with respect to any series of Securities to which the Securities provisions of Article Fifteen shall apply, the Guarantee by the Company, the Guarantor, or a paying agent, as the case may be, shall be made free and the Guarantors will pay any amounts due with respect to the Securities Guarantees clear of and without withholding or deduction for or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the on account of the Cayman Islandsany present or future income, Switzerland stamp or any other jurisdiction in which either the Company tax, duty, levy, impost, assessment or other governmental charge of a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction similar nature (the collectively, “Taxing JurisdictionTaxes”), unless such withholding the Company, the Guarantor, or deduction a paying agent, as applicable, is required to withhold or deduct Taxes by lawlaw or by the official interpretation or administration thereof. If such deduction or withholding is at any time requiredthe Companies, the Company Guarantor or such a paying agent, as applicable, is required to withhold or deduct any amount for or on account of Taxes from any payment made in respect of the Securities or, with respect to any series of Securities to which provisions of Article Fifteen shall apply, the Guarantee levied by or on behalf of a Relevant Taxing Jurisdiction, the Companies or the Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), shall pay such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so such that the net amounts paid to the holder or the Trustee amount received by each Holder (including such Additional Amounts), after such deduction withholding or withholding will equal deduction, shall not be less than the principal amount, redemption price and interest (amount such Holder would have received if any), on the Securities. However, neither the Company nor any Guarantor will pay any Taxes had not been withheld or deducted; provided that no Additional Amounts in the following instanceswill be payable with respect to Taxes:

Payment of Additional Amounts. Any amounts paid, or caused to be paid, by the Companies or their assignee (aor any successor to either Company or such assignee as permitted under this Indenture) The Company shall pay under the Guarantee, or paid by any amounts due with respect successor to the Securities and the Guarantors Companies under this Indenture, will pay any amounts due with respect to the Securities Guarantees be paid without deduction or withholding for any and all present and future withholding taxes, levies, imposts and or other governmental charges (a “withholding tax”) imposed whatsoever imposed, assessed, levied or collected by or for the account of the Cayman Islands, Switzerland United Kingdom (including any political subdivision or taxing authority thereof) or the jurisdiction of incorporation or residence (other than the United States or any other jurisdiction in which political subdivision thereof) of any assignee of the Companies or any successor to either the Company or a Guarantor is a resident for tax purposes the Guarantor, or any political subdivision or taxing authority of such jurisdiction thereof (the “Taxing an "Other Jurisdiction”"), unless such withholding or deduction is required by law. If such or, if deduction or withholding is of any taxes, levies, imposts or other governmental charges shall at any time requiredbe required by the United Kingdom or an Other Jurisdiction, the Company Companies, their assignee or such Guarantor, as applicable, will, to the fullest extent allowed by law any relevant successor will (subject to timely compliance by the holder Holders or beneficial owners of a Security the relevant Securities with any relevant administrative requirements), ) pay or cause to be paid such additional amounts (the “"Additional Amounts”") in respect of principal amountprincipal, redemption price and interest (premium, if any), in accordance with the terms of the Securities and this Indenture, or interest as may be necessary so in order that the net amounts paid to the holder Holders of the Securities or the Trustee under this Indenture, as the case may be, pursuant to this Indenture or the Guarantee, after such deduction or withholding will withholding, shall equal the principal amountrespective amounts of principal, redemption price and interest (premium, if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts or interest as specified in the following instancesSecurities to which such Holders or the Trustee are entitled; provided, however, that the foregoing shall not apply to: