Common use of Requirement to Pay Additional Amounts Clause in Contracts

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the delivery of any consideration due upon conversion of, any Note) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes levied by or on behalf of any jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation is, for tax purposes, organized or resident or doing business or through which payment is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or such Successor Corporation, as applicable, will pay to the holder of each note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note or the receipt or enforcement of payments thereunder), including such Holder or beneficial owner being or having been 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor Corporation, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notes, in each case if and to the extent that such Holder or beneficial owner is legally entitled to comply with such request; provided, however, that compliance with any of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service or with respect to U.S. withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial position; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (iii) any tax that is payable other than by withholding or deduction from payments under or with respect to the Notes; (iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes imposed on or with respect to any payment by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (vii) any combination of items referred to in the preceding clauses (i) through (vi), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company or any successor to the Company under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any premium or interest (including any Special Interest) on, the delivery of any Optional Exchange Consideration due upon the Optional Exchange of, or the delivery of any consideration Conversion Consideration due upon conversion of, any NoteNote (together with payments of cash for any fractional share)) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. The Company or any successor to the Company and any applicable withholding agent is authorized to (a) liquidate a portion of any non-cash payment to be made under the Notes to generate sufficient funds to pay applicable withholding Taxes or (b) take such other actions as are reasonably appropriate to make the Company or any successor to the Company or any applicable withholding agent whole for any previously-paid “cashless” withholding Tax in respect of the Notes. If any Taxes imposed or levied by or on behalf of Singapore, or any other jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation successor to the Company is, for tax purposes, organized or resident or doing business or through which payment or delivery is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or such Successor Corporationany successor to the Company, as applicable, will pay (i) make such withholding or deduction, (ii) remit the full amount deducted or withheld to the holder relevant authority in accordance with applicable law, and (iii) pay or deliver to the Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant holder or beneficial owner, if the relevant holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note or the receipt of payments or enforcement of payments rights thereunder), including such Holder or beneficial owner being or having been 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely written request from the Company or the Successor Corporation, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled to comply and due and timely compliance with such request; providedrequest is required by statute, however, that compliance with any regulation or government policy of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, use, sale, transfer, personal property or similar TaxTax or excise tax imposed on transfer of the Notes; (iii) any tax Tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the Notes; (iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code Code, as of the date of this Indenture (or any amended or successor version that is substantively comparable and not materially more burdensome to comply with) and any current or future U.S. Treasury Regulations regulations or rulings promulgated thereunder (“FATCA”); (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes imposed on or with respect to any payment by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (viivi) any combination of items referred to in the preceding clauses (i) through (viv), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the delivery of any consideration Conversion Consideration due upon conversion of, any Note) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes levied by or on behalf of any jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation is, for tax purposes, organized or resident or doing or deemed by such jurisdiction to be doing business or through which payment or delivery is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or such Successor Corporation, as applicable, will pay to the holder Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction (other than merely holding 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 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;; FullDPWPathandDateText US-DOCS\113092644.12 (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor Corporation, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled without material burden to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (iii) any tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the Notes; (iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes imposed on or with respect to any payment by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (viivi) any combination of items referred to in the preceding clauses (i) through (viv), inclusive, above.. FullDPWPathandDateText US-DOCS\113092644.12

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company or the Guarantor under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the delivery of any consideration due upon conversion exchange of, any Note) will be made without withholding or deduction for, or on account of, any present or future Taxestaxes, duties, assessments or governmental charges of any nature, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes levied taxes, duties, assessments or governmental charges are imposed by or on behalf of within the United Kingdom or any other jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company Company, the Guarantor or any Successor Corporation is, for tax purposes, organized or resident or doing business or through which payment is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made by, or on behalf of, the Company or the Guarantor under or with respect to the NotesNotes or the Guarantee, then, subject to Section 4.03(C)(ii)then the Company, the Company Guarantor or such Successor Corporation, as applicable, will pay to the holder Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such the Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor Corporation, addressed to such Holder or beneficial ownerthe Holder, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, treaty, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, sale, transfer, excise, personal property or similar Taxtax, duty, assessment or other governmental charge; (iii) any tax tax, duty, assessment or other governmental charge that is payable other than by withholding or deduction from payments under or with respect to the Notes; (iv) any withholding or deduction required by (xw) sections Sections 1471 through 1474 of the 0000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended, and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (x) any law, regulation or other official guidance enacted or promulgated in any jurisdiction implementing FATCA; (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Codeunder FATCA; (v) any taxes taxes, duties, assessments or other governmental charges imposed on or with respect to any payment by the Company under or with respect to such Holder if such Holder is a Note to a fiduciary, partnership or other person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who Additional Amounts would not have been entitled to such additional amounts payable had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereofof the Note; (vi) withholding taxes any taxes, duties, assessments or other governmental charges imposed on amounts payable with respect to by the Notes pursuant to a law United States or regulation in effect on the date on which a beneficial owner acquires any Notesstate thereof; or (vii) any combination of items referred to in the preceding clauses (i) through (vi), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company or any successor to the Company under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any premium or interest (including any Additional Interest, Special Interest or Supplemental Interest) on, or the delivery of any consideration Conversion Consideration due upon conversion of, any NoteNote (together with payments of cash for any fractional share)) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes imposed or levied by or on behalf of Singapore, or any jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation successor to the Company is, for tax purposes, organized or resident or doing business or through which payment or delivery is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or such Successor Corporationany successor to the Company, as applicable, will pay or deliver to the holder Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant holder or beneficial owner, if the relevant holder or beneficial owner is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note or the receipt of payments or enforcement of payments rights thereunder), including such Holder or beneficial owner being or having been 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely written request from the Company or the Successor Corporation, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled without material burden to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, use, sale, transfer, personal property or similar TaxTax or excise tax imposed on transfer of the Notes; (iii) any tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the Notes; (iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any Tax imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to, or otherwise accepting payment from, another paying agent; (vi) any taxes imposed on or with respect to any payment by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (vii) any combination of items referred to in the preceding clauses (i) through (vi), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company or any successor under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any premium or interest on, or the delivery of any consideration due upon conversion of, (including Additional Interest) on any Note) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes imposed or levied by or on behalf of the Cayman Islands or any other jurisdiction or any political subdivision or taxing authority thereof or therein (in each case, other than the United States or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation Entity is, for tax purposes, organized or resident or doing business or through which payment is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, other than any payments that are made upon conversion of the notes, whether made in cash, cash and Ordinary Shares or other consideration, and including, for the avoidance of doubt, any payment of cash for any fractional shares or other consideration, then, subject to Section 4.03(C)(ii), the Company or such Successor CorporationEntity, as applicable, will pay or deliver to the holder Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note or the receipt or enforcement of payments thereunder), including such Holder or beneficial owner being or having been 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor CorporationEntity, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled without material burden to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (iii) any tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the Notes; (iv) any withholding or deduction required by (x) sections Sections 1471 through 1474 of the Internal Revenue Code and any current or future U.S. Treasury Regulations regulations or rulings promulgated thereunder (“FATCA”)thereunder; (y) any inter-governmental intergovernmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes imposed on or with respect to any payment by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes any tax, duty, assessment or other governmental charge that is imposed on amounts payable in connection with respect to any payments or deliveries that are made upon conversion of the Notes pursuant to a law whether made in cash, cash and Ordinary Shares or regulation in effect on other consideration, and including, for the date on which a beneficial owner acquires avoidance of doubt, any Notespayments of cash for any fractional shares or other consideration; or (vii) any combination of items referred to in the preceding clauses (i) through (vi), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company or any successor under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any premium or interest (including Additional Interest) on, or the delivery of any consideration Conversion Consideration due upon conversion (together with payments of cash for any fractional share) of, any Note) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes imposed or levied by or on behalf of the Cayman Islands or any jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation is, for tax purposes, organized or resident or doing business or through which payment is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or such Successor Corporation, as applicable, will pay or deliver to the holder Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note or the receipt or enforcement of payments thereunder), including such Holder or beneficial owner being or having been 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor Corporation, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled without material burden to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (iii) any tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the Notes; (iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”)thereunder; (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes imposed on or with respect to any payment by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (viivi) any combination of items referred to in the preceding clauses (i) through (viv), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company or any successor under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any premium or interest on, or the delivery of any consideration due upon conversion of, (including Additional Interest) on any Note) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes imposed or levied by or on behalf of the Cayman Islands or any jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation Entity is, for tax purposes, organized or resident or doing business or through which payment is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or such Successor CorporationEntity, as applicable, will pay or deliver to the holder Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note or the receipt or enforcement of payments thereunder), including such Holder or beneficial owner being or having been 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor CorporationEntity, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled without material burden to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (iii) any tax that is payable other than by withholding or deduction from payments under or with respect to the Notes; (iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”)thereunder; (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes imposed on or with respect to any payment by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (viivi) any combination of items referred to in the preceding clauses (i) through (viv), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the delivery of any consideration Conversion Consideration due upon conversion of, any Note) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes imposed or levied by or on behalf of any jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation is, for tax purposes, organized or incorporated, organized, resident or doing business or through which payment is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), then the Company or such Successor Corporation, as applicable, will pay to the holder Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the Holder or beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such Holder or beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (other than merely any connection arising solely from the acquisition, ownership or holding or being a beneficial owner of such Note or the receipt or enforcement of payments thereunderunder such Note), including including, without limitation, such Holder or beneficial owner being or having been 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 or having had a permanent establishment, in, such Relevant Taxing Jurisdiction; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) 30 days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at on the end last day of such thirty (30) -day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor Corporation, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction; ) or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case case, if and to the extent that such Holder or beneficial owner is legally entitled to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, treaty, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, sale, excise, transfer, personal property or similar Tax; (iii) any tax Tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the Notes; (iv) any withholding Taxes that are imposed as a result of the Holder or deduction required by beneficial owner of Notes not dealing at arm’s length with the Company or the Successor Corporation (xwithin the meaning of the Income Tax Act (Canada) (the “Tax Act”)) at the time of making such payment or as a result of the Holder or beneficial owner of Notes being, or not dealing at arm’s length with any person who is, a “specified shareholder” of the Company or the Successor Corporation (as defined in subsection 18(5) of the Tax Act); (v) any Taxes that are imposed or withheld pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) thereunder, any inter-governmental regulations or agreements thereunder, official interpretations thereof, any law or regulation adopted pursuant to an intergovernmental agreement between with respect to the United States and any other non-U.S. jurisdiction to implement FATCA foregoing or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service agreements entered into pursuant to Section section 1471(b)(1) of the Internal Revenue Code; (vvi) any taxes Taxes imposed on or with respect to any payment by the Company or the Successor Corporation to such Holder if such Holder is a fiduciary, partnership or any person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (vii) any combination of items referred to in the preceding clauses (i) through (vi), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company or any successor to the Company under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any premium or interest (including any Special Interest) on, or the delivery of any consideration Conversion Consideration due upon conversion of, any NoteNote (together with payments of cash for any fractional share)) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. The Company or any successor to the Company and any applicable withholding agent is authorized to (a) liquidate a portion of any non-cash payment to be made under the Notes to generate sufficient funds to pay applicable withholding Taxes or (b) take such other actions as are reasonably appropriate to make the Company or any successor to the Company or any applicable withholding agent whole for any previously-paid “cashless” withholding Tax in respect of the Notes. If any Taxes imposed or levied by or on behalf of Singapore, or any other jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation successor to the Company is, for tax purposes, organized or resident or doing business or through which payment or delivery is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or such Successor Corporationany successor to the Company, as applicable, will pay (i) make such withholding or deduction, (ii) remit the full amount deducted or withheld to the holder relevant authority in accordance with applicable law, and (iii) pay or deliver to the Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant holder or beneficial owner, if the relevant holder or beneficial owner (or such fiduciary, settlor, beneficiary, member or shareholder) is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note or the receipt of payments or enforcement of payments rights thereunder), including such Holder or beneficial owner being or having been 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely written request from the Company or the Successor Corporation, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled to comply and due and timely compliance with such request; providedrequest is required by statute, however, that compliance with any regulation or government policy of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, use, sale, transfer, personal property or similar TaxTax or excise tax imposed on transfer of the Notes; (iii) any tax Tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the Notes; (iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code Code, as of the date of this Indenture (or any amended or successor version that is substantively comparable and not materially more burdensome to comply with) and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes imposed on or with respect to any payment by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (viivi) any combination of items referred to in the preceding clauses (i) through (viv), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the delivery of any consideration due upon conversion of, any Note) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes levied by or on behalf of any jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation is, for tax purposes, organized or resident or doing business or through which payment is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or such Successor Corporation, as applicable, will pay to the holder of each note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note or the receipt or enforcement of payments thereunder), including such Holder or beneficial owner being or having been 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor Corporation, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled without material burden to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (iii) any tax that is payable other than by withholding or deduction from payments under or with respect to the Notes; (iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes imposed on or with respect to any payment by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (vii) any combination of items referred to in the preceding clauses (i) through (vi), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the delivery of any consideration Conversion Consideration due upon conversion of, any Note) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes levied by or on behalf of any jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation is, for tax purposes, organized or resident or doing or deemed by such jurisdiction to be doing business or through which payment or delivery is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or such Successor Corporation, as applicable, will pay to the holder Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction (other than merely holding 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 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor Corporation, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled without material burden to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (iii) any tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the Notes; (iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such sections that is substantively comparable and is not materially more onerous to comply with) and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes imposed on or with respect to any payment by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (viivi) any combination of items referred to in the preceding clauses (i) through (viv), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company or any Successor Entity under or with respect to the Notes (including payment of the principal of, or the Optional Redemption Price or Fundamental Change Repurchase Redemption Price for, or any interest on, or the delivery of any consideration Conversion Consideration due upon conversion of, any Note) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes imposed or levied by or on behalf of Denmark or any jurisdiction (or or, in each case, any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation isEntity is or deemed to be, for tax purposes, organized or resident or doing business or through which payment is or deliveries by, or on behalf of, the Company or any Successor Entity under or with respect to the Notes are made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or such Successor CorporationEntity, as applicable, will pay to the holder Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay no Additional Amounts will not apply tobe payable: (i) for or on the account of any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant holder or beneficial owner, if the relevant holder or beneficial owner is an estate, nominee, trust, partnership, limited liability company or corporation) of such Note and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note or the receipt or enforcement of payments thereunder), including such Holder or beneficial owner being or having been 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 or having had a permanent establishment, in, such Relevant Taxing Jurisdiction; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor CorporationEntity, addressed to such the Holder or beneficial ownerof the Note, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case of clause (x) and clause (y), if and to the extent that such Holder or beneficial owner is legally entitled without material burden to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect eliminate such withholding or deduction as to U.S. withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance which Additional Amounts otherwise would subject have been payable to such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positionowner; (ii) for or on the account of any estate, inheritance, gift, sale, transfer, excise, personal property or similar Tax; (iii) for or on the account of any tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the Notes; (iv) for or on the account of any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code or any amended or successor versions of such Sections, and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by law, regulation or other official guidance in such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes tax imposed in connection with a Note presented for payment (where presentation is required for payment) by or on behalf of a Holder or beneficial owner of such Note who would have been able to avoid such tax, assessment or governmental charge by presenting the relevant Note to, or otherwise accepting payment from, another paying agent; (vi) with respect to any payment by made by, or on behalf of, the Company or any Successor Entity under or with respect to the Notes (including payment of the principal of, or the Optional Redemption Price or Fundamental Change Redemption Price for, or any interest on, or the delivery of any Conversion Consideration due upon conversion of, any Note) to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (vii) for or on the account of any combination of items taxes referred to in the preceding clauses (i) through (vi), inclusive, above. The Trustee and the Paying Agent will be entitled to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Internal Revenue Code or otherwise imposed pursuant to FATCA and any regulations or agreements thereunder or official interpretation thereof. In addition to the foregoing, the Company will also pay and indemnify each Holder and beneficial owner of any Note for any present or future stamp, issue, registration, value added, court or documentary taxes, or any other excise or property taxes, charges or similar levies or taxes (including penalties and interest thereto) which are levied by any Relevant Taxing Jurisdiction (and in the case of enforcement, any jurisdiction) on the execution, delivery, registration or enforcement of such Note, this Indenture, or any other document or instrument referred to therein. The Company and any Successor Entity will make all withholdings and deductions required by law on payments under or in respect of the Notes and will remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company any Surviving Entity under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest Special Interest or Additional Interest on, or the delivery of any consideration Exchange Consideration due upon conversion Exchange of, any Note) or by, or on behalf of, the Guarantor or any Surviving Entity under or with respect to the Guarantee will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes imposed or levied by or on behalf of (i) any jurisdiction (or any political subdivision or taxing authority thereof or therein) in which any Surviving Entity or the Company or any Successor Corporation Guarantor is, for tax purposes, organized or resident or doing business or (ii) any jurisdiction through which payment is made or deemed to be made by or on behalf of such Surviving Entity or the Guarantor, or any political subdivision or taxing authority thereof or therein (each such jurisdiction, subdivision or authority, as applicableof (i) and (ii), a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), then such Surviving Entity or the Company or such Successor CorporationGuarantor, as applicable, will pay to the holder Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner Holder of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner Holder had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder or beneficial owner, if the relevant holder or beneficial owner is an estate, trust, nominee, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (other than merely any connection arising solely from the acquisition, ownership or holding or being a beneficial owner of such Note or the receipt or enforcement of payments thereunderunder such Note or the Guarantee), including including, without limitation, such Holder or beneficial owner being or having been 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at on the end last day of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company any Surviving Entity or the Successor CorporationGuarantor (or their respective agent), addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Table of Contents Taxing JurisdictionJurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the relevant taxing jurisdiction); or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, treaty, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, sale, excise, transfer, personal property or similar Tax; (iii) any withholding tax required to be made in accordance with the Luxembourg law of 23 December 2005 providing for a withholding tax on interest payments made to or for the benefit of Luxembourg resident individuals; (iv) any United States withholding tax; (v) any tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the NotesNotes or the Guarantee; (ivvi) any withholding taxes that are imposed or deduction required by (x) withheld pursuant to sections 1471 through 1474 of the Internal Revenue Code and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) , any inter-governmental regulations or agreements thereunder, official interpretations thereof, any law or regulation adopted pursuant to an intergovernmental agreement between with respect to the United States and any other non-U.S. jurisdiction to implement FATCA foregoing or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service agreements entered into pursuant to Section section 1471(b)(1) of the Internal Revenue Code; (vvii) any taxes imposed on or with respect to any payment by any Surviving Entity or the Company Guarantor to such Holder if such Holder is a fiduciary, partnership or any person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (viiviii) any combination of items referred to in the preceding clauses (i) through (vivii), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company Borrower under or with respect to the Notes Loan (including the PIK Interest Payment, payment of the principal Principal Amount of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the delivery of any consideration Conversion Consideration due upon conversion of, any Notethe Loan or the Conversion Fee Shares) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes levied by or on behalf of the Netherlands, Germany or any other jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company Borrower or any Successor Corporation Entity is, for tax purposes, organized or resident or doing business or through which payment is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the NotesLoan, then, subject to Section 4.03(C)(ii), then the Company Borrower or such Successor CorporationEntity, as applicable, will pay to the holder of each note Lender such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note Loan after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder Lender or beneficial owner of such Note Loan and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note Loan or the receipt or enforcement of payments or deliveries thereunder), including such Holder Lender or beneficial owner being or having been 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (32) the failure of such Holder or beneficial owner Lender to comply with a timely request from the Company Borrower or the Successor CorporationEntity, addressed to such Holder or beneficial ownerLender, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial ownerXxxxxx’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner Lender is legally entitled without material burden to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (iii) any tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the NotesLoan; (iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes imposed on or with respect to any payment by the Company Borrower to such Holder Lender if such Holder Lender is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder Lender thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (viivi) any combination of items referred to in the preceding clauses (i) through (viv), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company Borrower under or with respect to the Notes Loan (including the PIK Interest Payment, payment of the principal Principal Amount of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the delivery of any consideration Conversion Consideration due upon conversion of, any Notethe Loan or the Conversion Fee Shares) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes levied by or on behalf of the Netherlands, Germany or any other jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company Borrower or any Successor Corporation Entity is, for tax purposes, organized or resident or doing business or through which payment is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the NotesLoan, then, subject to Section 4.03(C)(ii), then the Company Borrower or such Successor CorporationEntity, as applicable, will pay to the holder of each note Lender such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note Loan after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder Lender or beneficial owner of such Note Loan and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note Loan or the receipt or enforcement of payments or deliveries thereunder), including such Holder Lender or beneficial owner being or having been 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (32) the failure of such Holder or beneficial owner Lender to comply with a timely request from the Company Borrower or the Successor CorporationEntity, addressed to such Holder or beneficial ownerLender, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial ownerLxxxxx’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner Lender is legally entitled without material burden to comply with such request; provided, however, that request and due and timely compliance with any such request is required by statute, regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (iii) any tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the NotesLoan; (iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes imposed on or with respect to any payment by the Company Borrower to such Holder Lender if such Holder Lender is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder Lender thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (viivi) any combination of items referred to in the preceding clauses (i) through (viv), inclusive, above.

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company under or with respect to the Notes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the delivery of any consideration due upon conversion of, any Note) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes levied by or on behalf of any jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation is, for tax purposes, organized or resident or doing business or through which payment is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or such Successor Corporation, as applicable, will pay to the holder of each note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note and the Relevant Taxing Jurisdiction (other than merely holding or being a beneficial owner of such Note or the receipt or enforcement of payments thereunder), including such Holder or beneficial owner being or having been 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor Corporation, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notes, in each case if and to the extent that such Holder or beneficial owner is legally entitled to comply with such request; provided, however, that compliance with any of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service or with respect to U.S. withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial position; (ii) any estate, inheritance, gift, sale, transfer, personal property or similar Tax; (iii) any tax that is payable other than by withholding or deduction from payments under or with respect to the Notes; (iv) any withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes imposed on or with respect to any payment by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such payment, to the extent that such payment would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (vii) any combination of items referred to in the preceding clauses (i) through (vi), inclusive, above.thirty

Requirement to Pay Additional Amounts. All payments and deliveries made by, or on behalf of, the Company under or with respect to the Notes (including payment of the principal of, or the Redemption Price, Optional Repurchase Price or Fundamental Change Repurchase Price for, or any interest Special Interest on, or the delivery of any consideration Conversion Consideration due upon conversion of, any Note) will be made without withholding or deduction for, or on account of, any present or future Taxes, unless such withholding or deduction is required by law or regulation or by governmental policy having the force of law. If any Taxes levied by or on behalf of any jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company or any Successor Corporation is, for tax purposes, organized or resident or doing or deemed by such jurisdiction to be doing business or through which payment or delivery is made or deemed to be made (each such jurisdiction, subdivision or authority, as applicable, a “Relevant Taxing Jurisdiction”) are required to be withheld or deducted from any payments or deliveries made under or with respect to the Notes, then, subject to Section 4.03(C)(ii), the Company or such Successor Corporation, as applicable, will pay to the holder Holder of each note Note such additional amounts (the “Additional Amounts”) as may be necessary to ensure that the net amount received by the beneficial owner of such Note after such withholding or deduction (and after withholding or deducting any Taxes on the Additional Amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required; provided, however, that such obligation to pay Additional Amounts will not apply to: (i) any Tax that would not have been imposed but for: (1) the existence of any present or former connection between the Holder or beneficial owner of such Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (other than merely holding or 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 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; (2) in cases where presentation of such Note is required to receive such payment or delivery, the presentation of such Note after a period of thirty (30) days after the later of (x) the date on which such payment or delivery became due and payable or deliverable, as applicable, pursuant to the terms of this Indenture and (y) the date such payment or delivery was made or duly provided for, except, in each case, to the extent that such Holder or beneficial owner would have been entitled to Additional Amounts if it presented such Note for payment or delivery, as applicable, at the end of such thirty (30) day period; or (3) the failure of such Holder or beneficial owner to comply with a timely request from the Company or the Successor Corporation, addressed to such Holder or beneficial owner, to (x) provide certification, information, documentation or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with such Relevant Taxing Jurisdiction; or (y) make any declaration or satisfy any other reporting requirement prescribed by applicable law as a basis relating to reduce or eliminate the amount of Tax required to be deducted or withheld with respect to payments or deliveries made under or with respect to the Notessuch matters, in each case if and to the extent that such Holder or beneficial owner is legally entitled to comply due and timely compliance with such request; providedrequest is required by statute, however, that compliance with any regulation or administrative practice of the foregoing (other than the provision of customary certification forms issued by the US Internal Revenue Service such Relevant Taxing Jurisdiction in order to reduce or with respect to U.S. eliminate such withholding taxes) shall not be required if in the Holder’s or beneficial owner’s reasonable judgment such compliance would subject such Holder or beneficial owner to any material unreimbursed cost or expense or would materially prejudice its legal or commercial positiondeduction; (ii) any estate, inheritance, gift, sale, transfer, excise, personal property or similar Tax; (iii) any tax Tax that is payable other than by withholding or deduction from payments or deliveries under or with respect to the NotesNotes (including payment of the principal of, or the Redemption Price or Fundamental Change Repurchase Price for, or any interest on, or the delivery of any Conversion Consideration (together with the payment of cash for any fractional Ordinary Share) due upon conversion of, any Note); (iv) any Tax, withholding or deduction required by (x) sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such sections that is substantively comparable and is not materially more onerous to comply with) and any current or future U.S. Treasury Regulations or rulings promulgated thereunder (“FATCA”); (y) any inter-governmental agreement between the United States and any other non-U.S. jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement; or (z) any agreement with the U.S. Internal Revenue Service pursuant to Section 1471(b)(1) of the Internal Revenue Code; (v) any taxes Taxes imposed on or with respect to any payment or delivery by the Company to such Holder if such Holder is a fiduciary, partnership or person other than the sole beneficial owner of such paymentpayment or delivery, to the extent that such payment or delivery would be required, under the laws of such Relevant Taxing Jurisdiction, to be included for tax purposes in the income of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, or a beneficial owner, who would not have been entitled to such additional amounts Additional Amounts had such beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; (vi) withholding taxes imposed on amounts payable with respect to the Notes pursuant to a law or regulation in effect on the date on which a beneficial owner acquires any Notes; or (viivi) any combination of items referred to in the preceding clauses (i) through (viv), inclusive, above.