Common use of Additional Amounts Clause in Contracts

Additional Amounts. (a) All payments made by the Company, including any successor thereto, on the Notes shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i) and (ii), a “Relevant Taxing Jurisdiction”); to be made in respect of any payment or delivery under the Notes, the Company shall pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payment or delivery by each beneficial owner of the Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect to: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that would not have been so imposed but for the existence of any present or former connection between the beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to the Notes shall be deemed to include payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. All amounts payable (awhether in respect of principal, interest or otherwise) All payments made by the Company, including any successor thereto, on in respect of the Notes shall will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxes, duties, levies, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied by or on behalf of the Cayman Islands or Bermuda or any political subdivision thereof or any authority or agency therein or thereof having power to tax, unless the withholding or deduction of such Taxes taxes, duties, levies, assessments or governmental charges is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity . In that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i) and (ii), a “Relevant Taxing Jurisdiction”); to be made in respect of any payment or delivery under the Notesevent, the Company shall pay (together with such payment will pay, or delivery) cause to be paid, such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payment or delivery receivable by each beneficial owner of the Notes a Holder after such withholding or deduction (including any withholding or deduction on such deduction or withholding from such Additional Amounts), payment of additional amounts) shall equal the amount respective amounts that would have been received in respect of receivable by such payment or delivery in the absence of Holder had no such withholding or deduction; provideddeduction been required ("ADDITIONAL AMOUNTS"), however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, except that no such Additional Amounts shall be payable with in relation to any payment in respect to: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that would not have been so imposed but for the existence of any present of the Notes (a) to, or former connection between the beneficial owner (or between to a fiduciary, settlor, beneficiary, member or shareholder third party on behalf of, a Person who would be able to avoid such withholding or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust deduction by complying with such Person's statutory requirements or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made making a declaration of non-residence or any other similar claim or filing for exemption but, in either case, fails to which it do so, or is entitled liable for such taxes, duties, levies, assessments or governmental charges in respect of such Note by reason of his having some connection with (provided that (x) such declaration of non-including, without limitation, being a citizen of, being incorporated or engaged in a trade or business in, or having a residence or other claim or filing for exemption is required by the applicable law principal place of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence business or other claim presence in) the Cayman Islands or filing for exemption is required under Bermuda, as the applicable law of case may be, other than (i) the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses mere holding of such Holders Note or (ii) the receipt of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence principal, interest, or other claim or filing for exemption is required to be made); amount in respect of such Note; (4b) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (Relevant Date, except to the extent that the beneficial owner relevant Holder would have been entitled to such Additional Amounts had on presenting the Note been presented during same for payment on or before the expiry of such period of 30 day period); days; (5c) on account of any Taxes inheritance, gift, estate, personal property, sales or transfer or similar taxes, duties, levies, assessments or similar governmental charges; or (d) on account of any taxes, duties, levies, assessments or governmental charges that are payable otherwise than by withholding from a payment payments in respect of such Note. If the Company becomes subject generally at any time to any taxing jurisdiction other than or delivery on in addition to the Cayman Islands and Bermuda, references in this section to the Cayman Islands and Bermuda shall be read and construed as references to such other jurisdiction(s) and/or to the Cayman Islands and Bermuda. Any reference in the Indenture to principal, premium or interest in respect of the Notes; (6) , any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or redemption amount and any other directive implementing amounts in the conclusions nature of principal, shall be deemed also to refer to any Additional Amounts that may be payable under the Indenture, and the express mention of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of (if applicable) in any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company provision hereof shall (i) make any required withholding not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or deduction and (ii) remit the full amount deducted or withheld pursuant to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing Indenture, if the Notes require the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours Additional Amounts, at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment payments under or with respect to the Notes is are due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter)) the Company, if or its designee shall furnish to the Company shall be obligated to pay Additional Amounts with respect to such paymentTrustee, the Company shall deliver to Registrar and the Trustee Paying Agent an Officer’s Officers' Certificate stating the fact that such Additional Amounts shall will be payable, the amounts so payable payable, and shall set forth such any other information necessary to enable the Trustee or such Paying Agent to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture The Company will pay any present or the Notes to the payment of principalfuture stamp, purchase prices in connection with a purchase of Notes, interestcourt or documentary taxes, or any other amount payable on excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of any Notes or any other document or instrument referred to therein (other than a transfer of the Notes), or the receipt of any payments with respect to the Notes shall Notes, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the Cayman Islands or Bermuda in which a Paying Agent is located, other than those resulting from, or required to be deemed to include payment paid in connection with, the enforcement of Additional Amounts pursuant to this Section 2.11 the Notes, the Indenture or any other such document or instrument following the occurrence of any Event of Default with respect to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofNotes. (f) The obligations provided for in this Section 2.11 shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by the Company, including any successor thereto, on Company and the Guarantor under or with respect to the Notes shall and the Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments assessments, levies, imposts or other governmental charges of whatever similar nature (including penalties, interest and other liabilities related thereto) (collectively “Taxes”) ), unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of law or following a merger the interpretation or consolidation of administration thereof. In the Company with, event that any withholding or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: of (i) any jurisdiction (other than the United States) from Kingdom or through any other jurisdiction in which the Company makes (oror the Guarantor is organized or incorporated, as engaged in business, resident for tax purposes or generally subject to tax on a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notesnet income basis, or any political subdivision or governmental any taxing authority thereof or situated therein having the power to tax; or or (ii) any other jurisdiction from or through which any payment is made by or on behalf of the Company or the Guarantor (other than including, without limitation, the United Statesjurisdiction of any Paying Agent) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental any taxing authority thereof or situated therein having the power to tax (each of clauses (i) and (ii), a “Relevant Taxing Tax Jurisdiction”); ) is at any time so required to be made in from any payments made by the Company or the Guarantor under or with respect of any payment to the Notes or delivery under the NotesGuarantee, the Company shall pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be that are necessary in order that the net amounts received in respect of such payment or delivery payments by each beneficial owner Holder of the Notes (after such withholding or deduction (including any such deduction or withholding from of such Taxes, including any deduction or withholding of such Taxes with respect to such Additional Amounts), ) shall equal the amount that respective amounts which would have been received in respect of such payment or delivery in the absence of payments had no such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account deduction of such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect to: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that would not have been so imposed but for the existence of any present or former connection between the beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to the Notes shall be deemed to include payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by or on behalf of the Company, Company (including any successor theretoentity), on under or with respect to the Notes shall will be made free and clear of and without withholding or deduction for, or on account of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge (including penalties, interest and additions to tax related thereto, and, for the avoidance of whatever nature doubt, including any withholding or deduction for or on account of the foregoing) (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of . If the Company with, or a sale any other applicable withholding agent is required by the Company of all law to withhold or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), deduct any deduction or withholding is at any time required amount for, or on account of, any Taxes imposed or levied by or on behalf of: of (i1) any jurisdiction (other than the United States) in which the Company is or was incorporated, engaged in business, organized or resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the Company makes (orincluding, as a result without limitation, the jurisdiction of the Company’s connection with such jurisdiction, is deemed to makeany Paying Agent) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i1) and (ii2), a “Relevant Taxing Tax Jurisdiction”); to be made ) in respect of any payment payments under or delivery under with respect to the Notes, including, without limitation, payments of principal, Redemption Price, purchase price, payments upon conversion, interest or premium, the Company shall will pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payment or delivery payments by each beneficial owner of the Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall will equal the amount respective amounts that would have been received and retained in respect of such payment or delivery payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall will be payable with respect to: (1i) any Taxes, to the extent such Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that would not have been so imposed but for the existence of any present Holder or former connection between the beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over over, the relevant beneficial ownerHolder, if the relevant beneficial owner Holder is an estate, trust, nominee, trust partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being or having been a citizen or resident or national of, or carrying on incorporated, engaged in a trade or business in, being or maintaining having been physically present in or having a permanent establishment in, the relevant Tax Jurisdiction or being physically having or having had any other present inor former connection with the relevant Tax Jurisdiction, other than any connection arising solely from the acquisition, ownership or disposition of Notes, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note exercise or enforcement of rights thereunder under such Note or this Indenture, or the receipt of payments in respect thereofof such Note; (3ii) any Taxes, to the extent such Taxes that would not have been so were imposed if the beneficial owner had made as a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law result of the Relevant Taxing Jurisdiction as presentation of a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner Holder (except to the extent that the beneficial owner Holder would have been entitled to Additional Amounts had the Note been presented during on the last day of such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental chargeTaxes; (7iv) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes; (v) any Taxes to the extent such Taxes would not have been imposed or withheld but for the failure of the Holder or beneficial owner of the Notes, following the Company’s reasonable written request addressed to the Holder at least 60 days before any such withholding or deduction imposed on would be imposed, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a payment Tax Jurisdiction, as a precondition to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying withexemption from, or introduced reduction in order the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to conform to, the extent the Holder or beneficial owner is legally eligible to provide such directivecertification or documentation; (8) vi) any Taxes that imposed in connection with a Note presented for payment (where presentation is permitted or required for payment) by or on behalf of a Holder or beneficial owner of the Notes to the extent such Taxes could have been avoided by presenting the presentation Note to, or otherwise accepting payment from, another paying agent; (where presentation is requiredvii) any Taxes imposed on or with respect to any payment by the Company to the Holder of the relevant Note to another Paying Agent in Notes if such holder is a member state of fiduciary or partnership or any person other than the European Union; and (9) where, had the sole beneficial owner of such payment to the Note been the holder of the Note, it extent that such Taxes would not have been entitled imposed on such payments had such Holder been the sole beneficial owner of such Note; (viii) any Taxes that are imposed pursuant to payment current Section 1471 through 1474 of Additional Amounts by reason the Code or any amended or successor version that is substantively comparable and not materially more onerous to comply with, any regulations promulgated thereunder, any official interpretations thereof, any intergovernmental agreement between a non-U.S. jurisdiction and the United States (or any related law or administrative practices or procedures) implementing the foregoing or any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above); or (ix) any combination of clauses (1i) through (viii) above. (b) In addition to the foregoing, the Company will also pay and indemnify the Holder 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 (8) inclusive including penalties, interest and additions to tax related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of the Notes, this Section 2.11(bIndenture, or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of the Notes (limited, solely in the case of Taxes attributable to the receipt of any payments, to any such Taxes imposed in a Tax Jurisdiction that are not excluded under clauses (i) through (iii) or (v) through (ix) above or any combination thereof). (c) If the Company becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Company will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts to holders on the relevant payment date. The Company will provide the Trustee with documentation reasonably satisfactory to the trustee evidencing the payment of such Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary. (id) The Company will make any all withholdings and deductions (within the time period) required withholding or deduction by law and (ii) will remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction relevant Tax authority in accordance with applicable law. The Company shall will use all its reasonable efforts to obtain certified copies of tax Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holderwithheld. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver will furnish to the Trustee an Officer’s Certificate stating (or to a Holder of the fact that such Additional Amounts shall be payableNotes upon request), within 60 days after the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on date the payment date. Each such Officer’s Certificate may be conclusively relied upon of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Trustee until receipt Company, or if, notwithstanding the Company’s efforts to obtain receipts, receipts are not obtained, other evidence of a further Officer’s Certificate addressing such matterspayments by the Company. (e) References Whenever in this Indenture or the Notes to there is mentioned, in any context, the payment of amounts based upon the principal amount of the notes or of principal, purchase prices in connection with a purchase interest or of Notes, interest, or any other amount payable on under, or with respect to the Notes Notes, such mention shall be deemed to include mention of the payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this This Section 2.11 shall 4.07 will survive any termination, defeasance or discharge of the Indenture this Indenture, any transfer by a holder or beneficial owner of its Notes, and shall apply will apply, mutatis mutandis mutandis, to any jurisdiction in which any successor person to the Company is incorporated, engaged in business, organized or resident for tax purposes, or any jurisdiction from or through which payment is made under or with respect to the Notes by or on behalf of such person and, in each case, any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by that the Company, including any successor thereto, on Issuer makes under or with respect to the Notes shall will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) of any jurisdiction in which the Issuer is incorporated, organized, engaged in business (other than where such Tax is imposed by reason of the United StatesIssuer being engaged in business) or otherwise resident for tax purposes or from or through which the Company makes (or, as a result any of the Company’s connection with such jurisdiction, is deemed to make) a foregoing makes any payment or delivery on the Notes, Notes or by or within any department or political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i) and (ii)each, a “Relevant Taxing Jurisdiction”); , unless the Issuer is required to be made in respect withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or delivery under with respect to the Notes, the Company shall Issuer will pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payment or delivery by each beneficial owner of the Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so ensure that the net amount received by each Holder of the holder, Notes (including Additional Amounts) after taking into account such withholding or deduction, equals deduction will be not less than the amount that the Holder would have received if such Taxes had not been received required to be withheld or deducted. Such Additional Amounts may be paid by the holder Issuer, at its option, in the absence form of a Change in Domicile; providedcash or Additional Notes. The Issuer will not, furtherhowever, that no such pay Additional Amounts shall be payable with in respect toor on account of: (1a) any Taxes that would have been are imposed absent or levied by a Change in Domicile; (2) any Taxes that would not have been so imposed but for the existence Relevant Taxing Jurisdiction by reason of any a present or former connection between the beneficial owner of a Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant beneficial ownerover, such Holder, if the relevant beneficial owner Holder is an estate, nomineea trust, trust a partnership or a corporation) or a beneficial owner with such Relevant Taxing Jurisdiction (other than the mere receipt or holding of Notes or by reason of the receipt of payments thereunder or the exercise or enforcement of rights under any Notes or the Indenture); (b) any Taxes that are imposed or levied by reason of the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder (and made at a time which would enable the Holder or beneficial owner acting reasonably to comply with that request), to comply with any certification, identification, information or other reporting requirements which the Holder or such beneficial owner is legally required to satisfy, whether imposed by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including including, without limitation, a certification that the Holder or beneficial owner being a citizen or is not resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, in the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4c) any Note presented for payment estate, inheritance, gift, sales, transfer, excise, personal property or similar taxes; (d) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes; (e) any Tax that is imposed or levied by reason of the presentation (where presentation is requiredrequired in order to receive payment) of such Notes for payment on a date more than 30 days after the relevant date on which such payment became due and payable or the date on which payment thereof is first made available for payment to the beneficial owner (duly provided for, whichever is later, except to the extent that the beneficial owner or Holder thereof would have been entitled to Additional Amounts had the Note Notes been presented for payment on any date during such 30 day period); (5f) any Tax imposed on or with respect to any payment by the Issuer to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes that are payable otherwise than by withholding from a would not have been imposed on such payment or delivery on had such Holder been the Notessole beneficial owner of such Note; (6g) any estate, inheritance, gift, sale, transfer, personal property Tax that is imposed on or similar tax, assessment with respect to a payment made to a Holder or other governmental chargebeneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Notes to another paying agent in a member state of the European Union; (7h) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual that and is required to be made pursuant to European Council Directive 2003/48/ 2003/48/EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 26–27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such directive;; or (8) i) any Taxes that could have been avoided by the presentation (where presentation is required) combination of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) above. The Company shall Issuer will (i) make any required such withholding or deduction as is required by applicable law and (ii) remit the full amount deducted or withheld to the relevant taxing authority in the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter)payable, if the Company shall Issuer will be obligated to pay Additional Amounts with respect to such paymentpayment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Company shall Issuer will deliver to the Trustee an Officer’s Officers’ Certificate stating the fact that such Additional Amounts shall will be payable, payable and the amounts so payable and shall will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each The Issuer will promptly publish a notice in accordance with Section 12.02 of the Indenture stating that such Officer’s Certificate may Additional Amounts will be conclusively relied upon by payable and describing the obligation to pay such amounts. Upon request, the Issuer will furnish to the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to Holder certified copies of tax receipts evidencing the payment of principalany Taxes by the Issuer in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Issuer. If notwithstanding the efforts of the Issuer to obtain such receipts, purchase prices the same are not obtainable, the Issuer will provide the Trustee or such Holder other evidence satisfactory to the Trustee or the Holder of such payments by the Issuer. In addition, the Issuer shall pay any present or future stamp, issue, registration, court, documentation, excise or property taxes or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in connection with a purchase respect of Notesthe execution, interestissue, delivery or registration of the Notes or any other amount payable on document or instrument referred to thereunder (other than in respect of the execution, issue, delivery or registration of Notes pursuant to Section 2.06, Section 2.07 or Section 2.11(a)(iv) of the Indenture) and any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes and/or any other such document or instrument following the occurrence of any Event of Default with respect to the Notes shall be deemed Notes, and the Issuer will agree to include payment of Additional Amounts pursuant to this Section 2.11 to indemnify the extent that, in Holders for any such context, Additional Amounts are, were or would be payable in respect thereof. (f) taxes paid by such Holders. The obligations provided for in described under this Section 2.11 shall survive any termination, defeasance or discharge of the Indenture and shall paragraph will apply mutatis mutandis to any jurisdiction in which any Surviving Entity or successor person to the Company Issuer is organized incorporated, organized, engaged in business or otherwise resident for tax purposes, or any political subdivision or taxing authority or agency thereof or therein. Whenever reference is made to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference includes the payment of Additional Amounts, if applicable.

Additional Amounts. (a) All Except as otherwise provided in or pursuant to the related Series Authorization of the applicable series, all payments made by of principal of and premium, if any, interest and any other amounts on, or in respect of, the Company, including Securities of any successor thereto, on the Notes series or any Coupon appertaining thereto shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) of any jurisdiction (other than the United States) from or through in which the Company makes is organized (oreach, as a result of the Company’s connection with such “taxing jurisdiction, is deemed to make”) a payment or delivery on the Notes, or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized therein, unless such taxes, fees, duties, assessments or otherwise considered governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a resident or doing business for tax purposes, taxing jurisdiction or any political subdivision or governmental taxing authority thereof or therein having the power to tax (each of clauses (i) and or (ii)) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a “Relevant Taxing Jurisdiction”holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof); to be made in respect of any payment . If a withholding or delivery under the Notesdeduction at source is required, the Company shall shall, subject to certain limitations and exceptions set forth below, pay (together with to the Holder of any such payment Security or delivery) any Coupon appertaining thereto such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest or any other amount made to such payment or delivery by each beneficial owner of the Notes Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, shall equal not be less than the amount that would have been received provided for in respect of such payment or delivery in the absence of such withholding or deductionSecurity, any Coupons appertaining thereto and this Indenture to be then due and payable; provided, however, that Additional Amounts the Company shall not be payable only required to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence make payment of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tofor or on account of: (1a) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, fee, duty, assessment or governmental charge of whatever nature which would not have been so imposed but for the existence of any present or former connection between the beneficial owner fact that such Holder: (or between i) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant Taxing Jurisdiction) relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or holding of such Note or enforcement of rights thereunder or the receipt of payments payment under, such Security; (ii) presented such Security for payment in respect the relevant taxing jurisdiction or any political subdivision thereof; (3) any Taxes that would , unless such Security could not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment elsewhere; or (where presentation is requirediii) presented such Security more than 30 thirty (30) days after the relevant date on which the payment in respect of such Security first became due and payable or provided for, whichever is first made available for payment to the beneficial owner (later, except to the extent that the beneficial owner Holder would have been entitled to such Additional Amounts if it had the Note been presented during such 30 Security for payment on any day period)within such period of thirty (30) days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7c) any withholding tax, assessment or deduction imposed on a payment to an individual other governmental charge that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings imposed or any other directive implementing the conclusions withheld by reason of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided failure by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had Holder or the beneficial owner of such Security to comply with any reasonable request by the Note been Company addressed to the holder Holder within 90 days of such request (i) to provide information concerning the nationality, residence or identity of the NoteHolder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, it which, in the case of (i) or (ii), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (d) any combination of items (a), (b) and (c); nor shall Additional Amounts be paid with respect to any payment of the principal of, or premium, if any, interest or any other amounts on, any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to payment of such Additional Amounts by reason had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing context, the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which or any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such datepremium, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, interest or any other amount payable amounts on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or with respect to the Notes exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant to this Section 2.11 hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. thereof pursuant to such terms, and express mention of the payment of Additional Amounts (fif applicable) The obligations in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the related Series Authorization of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 2.11 10.04. If any such withholding shall survive any terminationbe required, defeasance then such Officers’ Certificate shall specify by taxing jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities or discharge of Coupons, and the Indenture and shall apply mutatis mutandis Company agrees to any jurisdiction in which any successor pay to the Trustee or such Paying Agent the Additional Amounts required by this Section 10.04. The Company is organized covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any political subdivision or taxing authority or agency thereof or thereinof them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.04.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of, the CompanyCompany or any successor to the Company under or with respect to this Indenture and the Notes, including payments of the Applicable Redemption Price or the Note Acceleration Repayment Price, as applicable, payments of interest and payments of cash and/or deliveries of ADSs (together with payments of cash for any successor theretofractional ADS) upon conversion of the Notes, on the Notes shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) within any jurisdiction (other than the United States) from or through in which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having successor to the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is is, for tax purposes, organized or otherwise considered to be a resident or doing business for tax purposes(each, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i) and (ii)as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein); , unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company or any successor to be made in respect of any payment or delivery under the Notes, the Company shall pay (together with such payment or delivery) to each Holder such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payment or delivery by each beneficial owner of the Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so ensure that the net amount received by the holder, Holders after taking into account such withholding or deduction, equals deduction (and after deducting any taxes on the amount Additional Amounts) will equal the amounts that would have been received by the holder in the absence of a Change in Domicilesuch Holders had no such withholding or deduction been required; provided, further, provided that no such Additional Amounts shall be payable with respect topayable: (i) for or on account of: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes tax, duty, assessment or other governmental charge that would not have been so imposed but for for: (A) 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 beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) such Note and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national ofJurisdiction, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or merely holding of such Note or enforcement of rights thereunder or the receipt of payments thereunder, including such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in respect thereofa trade or business therein or having or having had a permanent establishment therein; (3B) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses presentation of such Holders of Notes as they appear Note (in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where cases in which presentation is required) more than 30 days after the relevant later of the date on which the payment is first made available of the Applicable Redemption Price or the Note Acceleration Repayment Price, as applicable, of and interest on such Note or the payment of cash and/or the delivery of ADSs (together with payment of cash for payment any fractional ADS) upon conversion of such Note became due and payable pursuant to the beneficial owner (except to terms thereof or was made or duly provided for, unless the extent that the beneficial owner Holder would have been entitled to such Additional Amounts had on the Note been presented during such 30 last day of the 30-day period); (5C) the failure of the Holder or beneficial owner to comply with a timely request from the Company or any Taxes successor of the Company, addressed to the Holder, to provide certification, information, documents or other evidence concerning such ▇▇▇▇▇▇’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that are payable due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise than by withholding from a been payable; or (D) the presentation of such Note (in cases in which presentation is required) for payment or delivery on in the NotesRelevant Jurisdiction, unless such Note could not have been presented for payment elsewhere; (62) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; (73) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under or with respect to the Notes; (4) any tax, assessment, withholding or deduction imposed required by sections 1471 through 1474 of the Code (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or (5) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B), (C) or (D); or (ii) with respect to any payment of the Applicable Redemption Price or the Note Acceleration Repayment Price, as applicable, of and interest on such Note or the payment of cash and/or the delivery of ADSs (together with payment of cash for any fractional ADS) upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to an individual the extent that is such payment would be required to be made pursuant to European Council Directive 2003/48/ EC on included in the taxation of savings or any other directive implementing income under the conclusions laws of the ECOFIN Council meeting Relevant Jurisdiction, for tax purposes, of 26-27 Novembera beneficiary or settlor with respect to the fiduciary, 2000 a partner or any law implementing member of that partnership or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it who would not have been entitled to payment of such Additional Amounts by reason had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. (b) The Trustee and Paying Agent shall also be entitled to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to FATCA and any regulations or agreements thereunder or official interpretations thereof. If any withholding or deduction is so required under this clause (b) or the preceding clause (a), the Trustee and Paying Agent will not bear any liability in respect of clauses (1) to (8) inclusive of this Section 2.11(b)such withholding or deduction. (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References Any reference in this Indenture or the Notes in any context to the payment of principalcash and/or the delivery of ADSs (together with payments of cash for any fractional ADS), purchase prices in connection with a purchase as applicable, upon conversion of Notesany Note or the payment of the Applicable Redemption Price or the Note Acceleration Repayment Price, interestas applicable, of and interest on any Note or any other amount payable on or with respect to the Notes such Note, shall be deemed to include payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in with respect to that amount pursuant to this Section 4.07. (d) If the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Notes, it shall deliver to the Trustee, the Paying Agent and the Holders official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted. (e) The Trustee shall have no obligation to determine whether any Additional Amounts are payable under the Indenture or the amount thereof. (f) The foregoing obligations provided for in this Section 2.11 shall survive any termination, defeasance termination or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or thereinthis Indenture.

Additional Amounts. (a) All payments made by of principal of and premium, if any, interest and any other amounts on, or in respect of, the Company, including Securities of any successor thereto, on the Notes series or any Coupon appertaining thereto shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such Cayman Islands or Bermuda (each, a "taxing jurisdiction, is deemed to make") a payment or delivery on the Notes, or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized therein, unless such taxes, fees, duties, assessments or otherwise considered governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a resident or doing business for tax purposes, taxing jurisdiction or any political subdivision or governmental taxing authority thereof or therein having the power to tax (each of clauses (i) and or (ii)) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a “Relevant Taxing Jurisdiction”holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof); to be made in respect of any payment . If a withholding or delivery under the Notesdeduction at source is required, the Company shall shall, subject to certain limitations and exceptions set forth below, pay (together with to the Holder of any such payment Security or delivery) any Coupon appertaining thereto such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest or any other amount made to such payment or delivery by each beneficial owner of the Notes Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, shall equal not be less than the amount that would have been received provided for in respect of such payment or delivery in the absence of such withholding or deductionSecurity, any Coupons appertaining thereto and this Indenture to be then due and payable; provided, however, that Additional Amounts the Company shall not be payable only required to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence make payment of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tofor or on account of: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, fee, duty, assessment or governmental charge of whatever nature which would not have been so imposed but for the existence of any present or former connection between the beneficial owner fact that such Holder: (or between A) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant Taxing Jurisdiction) relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or holding of such Note or enforcement of rights thereunder or the receipt of payments payment under, such Security; (B) presented such Security for payment in respect the relevant taxing jurisdiction or any political subdivision thereof; (3) any Taxes that would , unless such Security could not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment elsewhere; or (where presentation is requiredC) presented such Security more than 30 thirty (30) days after the relevant date on which the payment in respect of such Security first became due and payable or provided for, whichever is first made available for payment to the beneficial owner (later, except to the extent that the beneficial owner Holder would have been entitled to such Additional Amounts if it had the Note been presented during such 30 Security for payment on any day period)within such period of thirty (30) days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (62) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (73) any withholding tax, assessment or deduction imposed on a payment to an individual other governmental charge that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings imposed or any other directive implementing the conclusions withheld by reason of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided failure by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had Holder or the beneficial owner of such Security to comply with any reasonable request by the Note been Company addressed to the holder Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the NoteHolder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, it which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of items (1), (2) and (3); nor shall Additional Amounts be paid with respect to any payment of the principal of, or premium, if any, interest or any other amounts on, any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to payment of such Additional Amounts by reason had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing context, the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which or any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such datepremium, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, interest or any other amount payable amounts on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or with respect to the Notes exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant to this Section 2.11 hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. thereof pursuant to such terms, and express mention of the payment of Additional Amounts (fif applicable) The obligations in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to a series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 2.11 10.4. If any such withholding shall survive any terminationbe required, defeasance then such Officer's Certificate shall specify by taxing jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities or discharge of Coupons, and the Indenture and shall apply mutatis mutandis Company agrees to any jurisdiction in which any successor pay to the Trustee or such Paying Agent the Additional Amounts required by this Section 10.4. The Company is organized covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any political subdivision or taxing authority or agency thereof or thereinof them in reliance on any Officer's Certificate furnished pursuant to this Section 10.4.

Additional Amounts. (a) All The Company will make all payments made by of cash or deliveries of Ordinary Shares, Reference Property or otherwise (whether upon conversion, repurchase, redemption, maturity or otherwise) on account of the Company, including any successor thereto, on the Notes shall be made Securities without withholding or deduction for, or deducting on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of whatever charge in the nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States tax (including, without limitation, penalties, interest and other additions thereto) (a “Change in DomicileTax”), any deduction or withholding is at any time required for, or on account of, any Taxes ) imposed or levied by or on behalf of: (i) of the government of any jurisdiction (other than the United States) from or through in which the Company makes (orCompany, as a result of or any entity that assumes the Company’s connection with such jurisdiction, rights and obligations under the Securities (a “Surviving Person”) is or is deemed to make) a payment or delivery on the Notesbe organized, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, purposes (or any political subdivision or governmental taxing authority thereof or therein having the power to tax therein) (each of clauses (i) and (ii)each, a “Relevant Taxing Jurisdiction”); to be made in respect , unless such withholding or deduction is required by law, rule, regulation or governmental policy having the force of any payment law. If such withholding or delivery under the Notesdeduction is required, the Company or the Surviving Person, as the case may be, shall make such withholding or deduction and pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be necessary in order so that the net amounts amount of cash, Ordinary Shares or Reference Property, as applicable, received in respect of such payment or delivery by each beneficial owner Holder of Securities after the Notes after such withholding or deduction (including any such deduction or withholding from such with respect to Additional Amounts), shall equal ) will not be less than the amount that of cash, Ordinary Shares or Reference Property, as applicable, the Holder would have received if the Relevant Jurisdiction Taxes had not been received withheld or deducted. Notwithstanding the foregoing, no Additional Amounts will be payable: (i) for or on account of any Taxes imposed by reason of the failure of the relevant Holder or beneficial owner of Securities to comply with a timely request from the Company or any successor to provide certification, information, documents or other evidence concerning such ▇▇▇▇▇▇’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that such Holder is legally eligible to comply with such request and such certification, information, documents or other evidence is required by statute, treaty, regulation or administrative practice of the Relevant Jurisdiction in respect of such payment order to reduce or delivery in the absence of such eliminate any withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect to: (1) any Taxes that would have been imposed absent a Change in Domicile; (2ii) for or on account of any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner of Securities (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant over, such holder or beneficial owner, if the relevant such Holder or beneficial owner is an estate, nomineetrust, trust partnership or corporation) and the Relevant Taxing Jurisdiction taxing jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by but excluding, in each case, any connection arising solely from the mere acquisition, ownership or holding of such Note Security or the enforcement of any rights thereunder in respect of such Security or the receipt of payments any payment in respect thereof; (3iii) any Taxes that would not have been so imposed if the beneficial owner had made a declaration for or on account of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6) any estate, inheritance, gift, salesales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (7iv) for or on account of any Taxes payable other than by deduction or withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying withfrom payments under, or introduced in order to conform with respect to, such directivethe Securities; (8) any Taxes that could have been avoided by the v) on account of a presentation of such Security (where in cases in which presentation is required) more than 30 days after the later of the relevant Note to another Paying Agent in a member state date on which the payment of the European Union; andprincipal of, and interest on, such Security, or the delivery of Ordinary Shares or other Reference Property upon conversion of such Security, became due and payable pursuant to the terms thereof or was duly provided for; (9vi) where, had the beneficial owner for or on account of any Relevant Jurisdiction Taxes required by sections 1471 through 1474 of the Note been United States Internal Revenue Code of 1986, as amended (“FATCA”), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the holder of United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the Note, it would not have been entitled to payment of Additional Amounts by reason U.S. Internal Revenue Service under FATCA; (vii) for or on account of any Taxes after any Redemption Date with respect to which a Holder has made an election under Section 14.03; or (viii) any combination of clauses (1i) to through (8) inclusive of this Section 2.11(bvii) above, (the “Excluded Taxes”). (cb) The Company shall (i) make any required withholding or deduction and (ii) will remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction relevant authority in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing Additional Amounts will be paid in the same manner as the payments or deliveries being made on the applicable Interest Payment Date, on the Maturity Date, on a Conversion Date, on a Redemption Date or on any Fundamental Change Repurchase Date. Whenever in this Indenture there is mentioned, in any context, the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, interest or any other amount payable on under, or with respect to to, any Security, including the Notes payment of cash and/or the delivery of Ordinary Shares or Reference Property, such mention shall be deemed to include mention of the payment of Additional Amounts pursuant to provided for in this Section 2.11 4.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (fc) The Neither the Trustee nor any Securities Agent shall have any duties or obligations provided for with respect to the determination of Additional Amounts. (d) Anything in this Indenture to the contrary notwithstanding, the covenants and provisions of this Section 2.11 4.07 shall survive any termination, defeasance termination or discharge of this Indenture, and the Indenture repayment of all or any of the Securities, and shall apply mutatis mutandis to any jurisdiction remain in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or thereinfull force and effect.

Additional Amounts. (a) All payments made by the Company, including any successor thereto, of principal and interest on the Notes shall by the Issuers or any Guarantor (including, in each case, any successor entity) (each, a “Payor”) will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required charge imposed by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) , any other jurisdiction from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, payment on any Note or Guarantee thereof is deemed to make) a payment or delivery on the Notesmade, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company a Payor is organized organized, engaged in business for tax purposes, or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (or, in each of clauses case, any political subdivision or taxing authority thereof or therein having power to tax) (i) and (ii)each, a “Relevant Taxing Jurisdiction”); , unless the withholding or deduction of such taxes, assessment or other government charge is required by law or the official interpretation or administration thereof. The Payor will, subject to be made in respect of any payment or delivery under the Notesexceptions and limitations set forth below, the Company shall pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be are necessary in order that the net amounts payment received in respect of such payment or delivery by each the beneficial owner of the Notes holder, after such withholding or deduction (including for any such deduction present or withholding from such Additional Amounts)future tax, shall equal assessment or other governmental charge imposed by a Relevant Taxing Jurisdiction, will not be less than the amount that would have been received in respect of such payment or delivery provided in the absence of such withholding or deductionNotes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tonot apply: (1) to the extent any Taxes that would have been tax, assessment or other governmental charge is imposed absent a Change in Domicile; by reason of the Holder (2) any Taxes that would not have been so imposed but for the existence of any present or former connection between the beneficial owner (for whose benefit such Holder holds such Note), or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, Holder if the relevant beneficial owner Holder is an estate, nomineetrust, trust partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary Holder, being considered as: (a) and being or having been engaged in a trade or business in the Relevant Taxing Jurisdiction United States or having or having had a permanent establishment in the United States; (b) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment or the enforcement of any rights hereunder), including the beneficial owner being or having been a citizen or resident of the United States or national ofhaving been present in the United States; (c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax; (d) being or having been a “10-percent shareholder” of an Issuer as defined in section 871(h)(3) of the Code or any successor provision; or (e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision; (2) to any Holder that is not the sole beneficial owner of the Notes, or carrying on a business or maintaining a permanent establishment inportion of the Notes, or being physically present inthat is a fiduciary, partnership or limited liability company, but only to the Relevant Taxing Jurisdiction) other than by extent that a beneficial owner with respect to the mere ownership Holder, a beneficiary or holding settlor with respect to the fiduciary, or a beneficial owner or member of such Note the partnership or enforcement limited liability company would not have been entitled to the payment of rights thereunder an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the receipt of payments in respect thereofpayment; (3) to the extent any Taxes tax, assessment or other governmental charge that would not have been so imposed if but for the beneficial owner had made a declaration failure of non-residence the Holder or any other claim person (A) to comply with certification, identification or filing for exemption to which it is entitled (provided that (x) such declaration information reporting requirements concerning the nationality, residence, identity or connection with the United States of non-residence the Holder or other claim or filing for exemption beneficial owner of the Notes, if compliance is required by the applicable law statute, by regulation of the Relevant Taxing Jurisdiction United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to a partial or complete exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence tax, assessment or other claim governmental charge or filing for (B) to comply with any information gathering or reporting requirements or take any similar actions (including entering into any agreement with the U.S. Internal Revenue Service), in each case, that are required to obtain the maximum exemption from withholding that is required under the applicable law available to payments received by or on behalf of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made)Holder; (4) to any Note presented for payment (where presentation tax, assessment or other governmental charge that is required) more imposed otherwise than 30 days after by withholding by the relevant payment is first made available for payment to Payor or a paying agent from the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period)payment; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6) to any estate, inheritance, gift, salesales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of Notes; (76) to any withholding tax, assessment or deduction imposed on a payment to an individual that is other governmental charge required to be made pursuant to European Council Directive 2003/48/ EC withheld by any paying agent from any payment of principal of or interest on the taxation of savings or any other directive implementing the conclusions Note as a result of the ECOFIN Council meeting presentation of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation Note for payment (where presentation is required) by or on behalf of a Holder of Notes, if such payment could have been made without such withholding by presenting the relevant Note to another Paying Agent at least one other paying agent in a member state of the European Union; (7) to the extent any tax, assessment or other governmental charge would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (8) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; andor (9) where, had in the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts by reason case of any combination of clauses items (1), (2), (3), (4), (5), (6), (7) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent8). (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to the Notes shall be deemed to include payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All If provided in or pursuant to the related Series Authorization with respect to Securities of any series, all payments made by of principal of and premium, if any, interest and any other amounts on, or in respect of, the Company, including Securities of such series or any successor thereto, on the Notes Coupon appertaining thereto shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any of the jurisdiction (other than the United States) from or through in which the Company makes is then organized (oreach, as a result of the Company’s connection with such “taxing jurisdiction, is deemed to make”) a payment or delivery on the Notes, or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized therein, unless such taxes, fees, duties, assessments or otherwise considered governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a resident or doing business for tax purposes, taxing jurisdiction or any political subdivision or governmental taxing authority thereof or therein having the power to tax (each of clauses (i) and or (ii)) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a “Relevant Taxing Jurisdiction”holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof); to be made in respect of any payment . If a withholding or delivery under the Notesdeduction at source is required, the Company shall shall, subject to certain limitations and exceptions set forth below, pay (together with to the Holder of any such payment Security or delivery) any Coupon appertaining thereto such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest or any other amount made to such payment or delivery by each beneficial owner of the Notes Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, shall equal not be less than the amount that would have been received provided for in respect of such payment or delivery in the absence of such withholding or deductionSecurity, any Coupons appertaining thereto and this Indenture to be then due and payable; provided, however, that Additional Amounts the Company shall not be payable only required to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence make payment of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tofor or on account of: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, fee, duty, assessment or governmental charge of whatever nature which would not have been so imposed but for the existence of any present or former connection between the beneficial owner fact that such Holder: (or between A) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant Taxing Jurisdiction) relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or holding of such Note or enforcement of rights thereunder or the receipt of payments payment under, such Security; (B) presented such Security for payment in respect the relevant taxing jurisdiction or any political subdivision thereof; (3) any Taxes that would , unless such Security could not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment elsewhere; or (where presentation is requiredC) presented such Security more than 30 thirty (30) days after the relevant date on which the payment in respect of such Security first became due and payable or provided for, whichever is first made available for payment to the beneficial owner (later, except to the extent that the beneficial owner Holder would have been entitled to such Additional Amounts if it had the Note been presented during such 30 Security for payment on any day period)within such period of thirty (30) days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (62) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (73) any withholding tax, assessment or deduction imposed on a payment to an individual other governmental charge that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings imposed or any other directive implementing the conclusions withheld by reason of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided failure by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had Holder or the beneficial owner of such Security to comply with any reasonable request by the Note been Company addressed to the holder Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the NoteHolder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, it which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (4) any combination of items (1), (2) and (3); nor shall Additional Amounts be paid with respect to any payment of the principal of, or premium, if any, interest or any other amounts on, any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to payment of such Additional Amounts by reason had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing context, the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which or any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such datepremium, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, interest or any other amount payable amounts on, or in respect of, any Security of any series or any Coupon or the net proceeds received on the sale or with respect to the Notes exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant to this Section 2.11 hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. thereof pursuant to such terms, and express mention of the payment of Additional Amounts (fif applicable) The obligations in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the related Series Authorization of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to such series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series or the Coupons appertaining thereto without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 2.11 10.4. If any such withholding shall survive any terminationbe required, defeasance then such Officers’ Certificate shall specify by taxing jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities or discharge of Coupons, and the Indenture and shall apply mutatis mutandis Company agrees to any jurisdiction in which any successor pay to the Trustee or such Paying Agent the Additional Amounts required by this Section 10.4. The Company is organized covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any political subdivision or taxing authority or agency thereof or thereinof them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.4.

Additional Amounts. (a) All payments made Unless otherwise specified in any Board Resolution or Officers’ Certificate, as applicable, establishing the terms of Securities of a series in accordance with Section 2.07, all amounts of principal, and interest, if any, on any series of Securities will be paid by the Company, including any successor thereto, on the Notes shall be made Issuer without deducting or withholding or deduction for, or on account of, any and all present or and future taxes, levies, duties, assessments assessments, imposts or other governmental charges of whatever nature (“Taxes”) unless whatsoever imposed, assessed, levied or collected by or for the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside account of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, Kingdom or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or (ii) or if deduction or withholding of any such taxes, levies, imposts or other jurisdiction (other than governmental charges shall at any time be required by applicable law or regulation of the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, Kingdom or any political such subdivision or governmental authority thereof or therein having authority, the power Issuer will (subject to tax (each of clauses (iwhat follows) and (ii), a “Relevant Taxing Jurisdiction”); to be made pay such additional amounts in respect of any payment or delivery under the Notesprincipal, the Company shall pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) interest, if any, and sinking fund payments as may be necessary in order that the net amounts received in respect of such payment or delivery by each beneficial owner the Holders of the Notes Securities or the Trustee under this Indenture, as the case may be, pursuant to the Securities, after such withholding deduction or deduction (including any withholding, shall equal the respective amounts of principal, interest, if any, and sinking fund payments, as specified in the Securities, to which such Holders or the Trustee would be entitled had such deduction or withholding from such Additional Amounts)not been so imposed, shall equal the amount that would have been received in respect of such payment assessed, levied or delivery in the absence of such withholding or deductioncollected; provided, however, that Additional Amounts the foregoing shall be payable only not apply to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect to: (1i) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that present or future tax, levy, impost or other governmental charge which would not have been so imposed imposed, assessed, levied or collected but for the existence fact that the Holder of any present or former connection between the beneficial owner relevant Security (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant beneficial ownerover, such Holder, if the relevant beneficial owner such Holder is an estate, nomineetrust, trust partnership or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being is or has been a citizen domiciliary, national or resident or national of, or carrying on engaging or having been engaged in a trade or business or maintaining or having maintained a permanent establishment in, or being or having been physically present in, the Relevant Taxing Jurisdiction) United Kingdom or any political subdivision or taxing authority thereof or therein or otherwise having or having had some connection with the United Kingdom or any political subdivision or taxing authority thereof or therein other than by the mere holding or ownership or holding of such Note or enforcement of rights thereunder a Security, or the receipt collection of payments in respect thereof; principal of, and interest, if any, on, or the enforcement of, a Security, (3ii) any Taxes that present or future tax, levy, impost or other governmental charge which would not have been so imposed if imposed, assessed, levied or collected but for the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdictionfact that, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) , the relevant Security was presented more than 30 days after the relevant date on which such payment became due or was provided for, whichever is first made available for payment to the beneficial owner later, (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment levy, impost or other governmental charge; , (7iv) any present or future tax, levy, impost or other governmental charge which is payable otherwise than by deduction or withholding from payments on or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) respect of the relevant Note Security, (v) any present or future tax, levy, impost or other governmental charge which would not have been so imposed, assessed, levied, collected or withheld but for the failure to another Paying Agent in a member state comply with any request addressed to the Holder for certification, identification or other information reporting concerning the nationality, residence, identity or connection with the United Kingdom or any political subdivision or taxing authority thereof or therein of the European Union; and (9) where, had the Holder or beneficial owner of the Note been the holder relevant Security, if compliance is required by treaty or by statute, regulation or administrative practice of the NoteUnited Kingdom or any such political subdivision or taxing authority thereof or therein as a condition to relief or exemption from such tax, levy, impost or other governmental charge (which such Holder or beneficial owner is legally entitled to provide), (vi) any present or future tax, levy, impost or other governmental charge which a Holder would have been able to avoid by authorizing the paying agent to report information in accordance with the procedure laid down by the relevant tax authority or by producing, in the form requested by the relevant tax authority, a declaration, claim, certificate, document or other evidence establishing exemption therefrom which has been requested of such Holder and which it is legally entitled to provide (vii) any present or future tax, levy, impost or other governmental charge imposed by the United States of America or any political subdivision or taxing authority thereof or therein, (viii) any present or future tax, levy, impost or other governmental charge imposed, assessed, levied or collected in respect of a payment under or with respect to a Security to any Holder of the relevant Security that is a fiduciary, partnership or a person other than the sole beneficial owner of such payment or Security to the extent that the beneficiary or settlor with respect to the fiduciary, member of that partnership or beneficial owner would not have been entitled to payment the additional amounts or would not have been subject to such tax, levy, impost or charge, had that beneficiary, settlor, member or beneficial owner been the actual Holder of Additional Amounts by reason such Security; or (ix) any combination of any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall items (i) make any required withholding or deduction and through (iiviii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable lawabove. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes any debt securities is due and payable (unless such obligation to pay Additional Amounts additional amounts arises shortly before or after the 30th day prior to such datethe date on which payment under or with respect to the debt securities is due and payable, in which case it shall will be promptly thereafter), if the Company shall we will be obligated to pay Additional Amounts additional amounts with respect to such payment, the Company shall we will deliver to the Trustee an Officer’s Officers’ Certificate stating the fact that such Additional Amounts shall additional amounts will be payable, payable and the amounts so payable and shall set setting forth such other information as is necessary to enable the Trustee trustee to pay such Additional Amounts additional amounts to Holders the holders of Notes such debt securities on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to the Notes shall be deemed to include payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by the Companyof principal of and premium, if any, interest (including any successor theretoAdditional Interest) and any other amounts on, on or in respect of, the Notes Securities of any series shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) of Bermuda or any other jurisdiction (other than the United States) from or through in which the Company makes is organized (oreach, as a result of the Company’s connection with such "taxing jurisdiction, is deemed to make") a payment or delivery on the Notes, or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized therein, unless such taxes, fees, duties, assessments or otherwise considered governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a resident or doing business for tax purposes, taxing jurisdiction or any political subdivision or governmental taxing authority thereof or therein having the power to tax (each of clauses (i) and or (ii)) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a “Relevant Taxing Jurisdiction”holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof); to be made in respect of any payment . If a withholding or delivery under the Notesdeduction at source is required, the Company shall shall, subject to certain limitations and exceptions set forth below, pay (together with to the Holder of any such payment or delivery) Security such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest (including any Additional Interest) or any other amount made to such payment or delivery by each beneficial owner of the Notes Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, shall equal not be less than the amount that would have been received provided for in respect of such payment or delivery in the absence of such withholding or deductionSecurity and this Indenture to be then due and payable; provided, however, that Additional Amounts the Company shall not be payable only required to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence make payment of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tofor or on account of: (1a) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, fee, duty, assessment or governmental charge of whatever nature which would not have been so imposed but for the existence of any present or former connection between the beneficial owner fact that such Holder: (or between A) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant Taxing Jurisdiction) relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; payment under, such Security; (3B) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) presented such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing JurisdictionSecurity, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required, for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security, where presentation is required, more than 30 thirty (30) days after the relevant date on which the payment in respect of such Security first became due and payable or provided for, whichever is first made available for payment to the beneficial owner (later, except to the extent that the beneficial owner Holder would have been entitled to such Additional Amounts if it had the Note been presented during such 30 Security for payment on any day period)within such period of thirty (30) days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7c) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of such Security to comply with any reasonable request by the Company addressed to the Holder within ninety (90) days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (d) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council any EU Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting meetings of 26-27 NovemberNovember 2000, 2000 3 June 2003 or any law implementing or complying with, or introduced in order to conform confirm to, such directive;EU Directive; or (8) e) any Taxes that could have been avoided combination of items (a), (b), (c) and (d); nor shall Additional Amounts be paid with respect to any payment of the principal of, or premium, if any, interest or any other amounts on, any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the presentation (where presentation is required) laws of the relevant Note taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to another Paying Agent be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member state of the European Union; and (9) where, had the such partnership or a beneficial owner of the Note been the holder of the Note, it who would not have been entitled to payment of such Additional Amounts by reason had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing context, the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and or any premium, interest (yincluding Additional Interest) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or with respect to the Notes exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant to this Section 2.11 hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any terminationthereof pursuant to such terms, defeasance or discharge and express mention of the Indenture and payment of Additional Amounts (if applicable) in any provision hereof shall apply mutatis mutandis to any jurisdiction not be construed as excluding the payment of Additional Amounts in which any successor to the Company those provisions hereof where such express mention is organized or any political subdivision or taxing authority or agency thereof or thereinnot made.

Additional Amounts. (a) All payments made by of principal of and any premium, interest and other amounts on, or in respect of, the Company, including Securities of any successor thereto, on the Notes series shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of Bermuda or any other jurisdiction in which the Company is organized or resident for tax purposes (each, a "taxing jurisdiction") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If any withholding or deduction at source is required, the Company shall, subject to the limitations and exceptions set forth below, pay to the Holder of any such Security such additional amounts as may be necessary so that every net payment of principal, premium, interest or other amount made to such Holder, after such withholding or deduction, shall not be less than the amount provided for in such Security and this Indenture to be then due and payable (the "Additional Amounts"); provided, however, that the Company shall not be required to make payment of such Additional Amounts for or on account of: (i) any jurisdiction (other than the United States) from or through which the Company makes (ortax, as a result of the Company’s connection with such jurisdictionfee, is deemed to make) a payment or delivery on the Notesduty, or any political subdivision assessment or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each charge of clauses (i) and (ii), a “Relevant Taxing Jurisdiction”); to be made in respect of any payment or delivery under the Notes, the Company shall pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payment or delivery by each beneficial owner of the Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect to: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes whatever nature that would not have been so imposed but for the existence of any present fact that such Holder or former connection between the beneficial owner of such Security (or between other than an Issuer Trust): (A) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant Taxing Jurisdiction) relevant taxing jurisdiction or any political subdivision thereof of therein or otherwise had some connection with the relevant taxing jurisdiction or any political subdivision thereof or therein other than by reason of the mere ownership of, or holding of such Note or enforcement of rights thereunder or the receipt of payments payment under, such Security; (B) presented such Security for payment in respect thereof; (3) the relevant taxing jurisdiction or any Taxes that would political subdivision thereof or therein, unless such Security could not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment elsewhere; or (where presentation is requiredc) presented such Security more than 30 days after the relevant date on which the payment is in respect of such Security first made available for payment to the beneficial owner (became due and payable, except to the extent that the Holder or beneficial owner would have been entitled to such Additional Amounts if it had the Note been presented during such Security for payment on any day within such period of 30 day period)days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, fee, duty, assessment or other governmental charge;; or (7iii) any withholding tax, fee, duty, assessment or deduction imposed on a payment to an individual other governmental charge that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings imposed or any other directive implementing the conclusions withheld by reason of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided failure by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had Holder or the beneficial owner of such Security (other than an Issuer Trust) to comply, within 90 days, with any reasonable request by the Note been Company addressed to the holder Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the NoteHolder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, it which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof or therein as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any premium, interest or other amounts on, any such Security to any Holder where the beneficial owner of such Security is a fiduciary or partnership to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary with respect to such fiduciary or a partner of such partnership that would not have been entitled to payment of such Additional Amounts by reason had it been the Holder of any of clauses (1) to (8) inclusive of this Section 2.11(b)the Security. (cb) The Company shall (i) make Whenever in this Indenture there is mentioned, in any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing context, the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which or any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such datepremium, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, interest or any other amount payable on amounts on, or with in respect to the Notes of, any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant to this Section 2.11 hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any terminationthereof pursuant to such terms, defeasance or discharge and express mention of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.payment of Additional Amounts (if

Additional Amounts. (a1) All payments made by of principal of and any premium, interest and other amounts on or in respect of the Company, including Securities of any successor thereto, on the Notes series shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) of Bermuda or any other jurisdiction (other than the United States) from or through in which the Company makes is organized or resident for tax purposes (oreach, as a result of the Company’s connection with such "taxing jurisdiction, is deemed to make") a payment or delivery on the Notes, or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized therein, unless such taxes, fees, duties, assessments or otherwise considered governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or rulings promulgated thereunder) of a resident or doing business for tax purposes, taxing jurisdiction or any political subdivision or governmental taxing authority thereof or therein having the power to tax (each of clauses (i) and or (ii)) an official position regarding the application, a “Relevant Taxing Jurisdiction”); to be made in respect administration, interpretation or enforcement of any payment such laws, regulations or delivery under the Notesrulings (including a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof). If any withholding or deduction at source is required, the Company shall shall, subject to the limitations and exceptions set forth below, pay (together with to the Holder of any such payment or delivery) Security such additional amounts (the “Additional Amounts”) as may be necessary in order so that the every net amounts received in respect payment of principal, premium, interest or other amount made to such payment or delivery by each beneficial owner of the Notes Holder, after such withholding or deduction deduction, shall not be less than the amount provided for in such Security and this Indenture to be then due and payable (including any such deduction or withholding from such the "Additional Amounts"), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that Additional Amounts the Company shall not be payable only required to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence make payment of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tofor or on account of: (1A) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes tax, fee, duty, assessment or governmental charge of whatever nature that would not have been so imposed but for the existence of any present fact that such Holder or former connection between the beneficial owner of such Security: (or between a) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant Taxing Jurisdiction) relevant taxing jurisdiction or any political subdivision thereof or therein or otherwise had some connection with the relevant taxing jurisdiction or any political subdivision thereof or therein other than by reason of the mere ownership of, or holding of such Note or enforcement of rights thereunder or the receipt of payments payment under, such Security; (b) presented such Security for payment in respect thereof; (3) the relevant taxing jurisdiction or any Taxes that would political subdivision thereof or therein, unless such Security could not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment elsewhere; or (where presentation is requiredc) presented such Security more than 30 days after the relevant date on which the payment is in respect of such Security first made available for payment to the beneficial owner (became due and payable except to the extent that the Holder or beneficial owner would have been entitled to such Additional Amounts if it had the Note been presented during such Security for payment on any day within such period of 30 day period)days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6B) any estate, inheritance, gift, sale, transfer, personal property or similar tax, fee, duty, assessment or other governmental charge;; or (7C) any withholding tax, fee, duty, assessment or deduction imposed on a payment to an individual other governmental charge that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings imposed or any other directive implementing the conclusions withheld by reason of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided failure by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had Holder or the beneficial owner of such Security to comply, within 90 days, with any reasonable request by the Note been Company addressed to the holder Holder or such beneficial owner (a) to provide information concerning the nationality, residence or identity of the NoteHolder or such beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, it which, in the case of (a) or (b), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof or therein as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge; nor shall Additional Amounts be paid with respect to any payment of the principal of, or any premium, interest or other amounts on, any such Security to any Holder where the beneficial owner of such Security is a fiduciary or partnership to the extent such payment would be required by the laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary with respect to such fiduciary or a partner of such partnership that would not have been entitled to payment of such Additional Amounts by reason had it been the Holder of any of clauses (1) to (8) inclusive of this Section 2.11(b)the Security. (c2) The Company shall (i) make Whenever in this Indenture there is mentioned, in any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing context, the payment of the principal of or any Taxes so deducted premium, interest or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments other amounts on or in respect of the principal amount any Security of Notes then outstanding and (y) the amount of any series, such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to the Notes mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant to this Section 2.11 hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereofthereof pursuant to such terms, and express mention of the payment of Additional Amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. (f3) The obligations Except as otherwise provided in or pursuant to this Indenture or the Securities of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to a series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officers' Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium, interest or other amounts on the Securities of such series shall be made to Holders of Securities of such series without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 2.11 Section. If any such withholding shall survive any terminationbe required, defeasance or discharge of the Indenture and then such Officers' Certificate shall apply mutatis mutandis to any specify by jurisdiction in which any successor Holders of Securities are resident for tax purposes the amount, if any, required to be withheld on such payments to such Holders of Securities, and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by this Section. The Company is organized covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any political subdivision or taxing authority or agency thereof or therein.of them in reliance on any Officers' Certificate furnished pursuant to this Section. ARTICLE ELEVEN

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of, the CompanyCompany or any successor to the Company under or with respect to this Indenture and the Notes, including payments of principal (including, if applicable, the Redemption Price and the Fundamental Change Repurchase Price), payments of interest and payments of cash and/or deliveries of ADSs (together with payments of cash for any successor theretofractional ADS) upon conversion of the Notes, on the Notes shall will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) within any jurisdiction (other than the United States) from or through in which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having successor to the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is is, for tax purposes, organized or otherwise considered to be a resident or doing business for tax purposes(each, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i) and (ii)as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein); , unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company or any successor to be made in respect of any payment or delivery under the Notes, the Company shall pay (together with such payment or delivery) to each Holder such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payment or delivery by each beneficial owner of the Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so ensure that the net amount received by the holder, Holders after taking into account such withholding or deduction, equals deduction (and after deducting any taxes on the amount Additional Amounts) will equal the amounts that would have been received by the holder in the absence of a Change in Domicilesuch Holders had no such withholding or deduction been required; provided, further, provided that no such Additional Amounts shall will be payable with respect topayable: (i) for or on account of: (A) any tax, duty, assessment or other governmental charge that would not have been imposed but for: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that would not have been so imposed but for 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 beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) such Note and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national ofJurisdiction, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or merely holding of such Note or enforcement of rights thereunder or the receipt of payments thereunder, including such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in respect thereofa trade or business therein or having or having had a permanent establishment therein; (32) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses presentation of such Holders of Notes as they appear Note (in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where cases in which presentation is required) more than 30 days after the relevant later of the date on which the payment is first made available of the principal of (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) and interest on such Note or the payment of cash and/or the delivery of ADSs (together with payment of cash for payment any fractional ADS) upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for; (3) the failure of the Holder or beneficial owner (except to comply with a timely request from the Company or any successor of the Company, addressed to the Holder, to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the beneficial owner Relevant Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been entitled to Additional Amounts had payable; or (4) the presentation of such Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented during such 30 day period)for payment elsewhere; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6B) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; (7C) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under or with respect to the Notes; (D) any tax, assessment, withholding or deduction imposed required by sections 1471 through 1474 of the Code (“FATCA”), any current or future Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA or any law enacted by such other jurisdiction to give effect to such agreement, or any agreement with the U.S. Internal Revenue Service under FATCA; or (E) any combination of taxes, duties, assessments or other governmental charges referred to in the preceding clauses (A), (B), (C) or (D); or (ii) with respect to any payment of the principal of (including the Redemption Price and Fundamental Change Repurchase Price, if applicable) and interest on such Note or the payment of cash and/or the delivery of ADSs (together with payment of cash for any fractional ADS) upon conversion of such Note to a Holder, if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to an individual the extent that is such payment would be required to be made pursuant to European Council Directive 2003/48/ EC on included in the taxation of savings or any other directive implementing income under the conclusions laws of the ECOFIN Council meeting Relevant Jurisdiction, for tax purposes, of 26-27 Novembera beneficiary or settlor with respect to the fiduciary, 2000 a partner or any law implementing member of that partnership or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it who would not have been entitled to payment of such Additional Amounts by reason had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. (b) The Trustee and the Paying Agent shall also be entitled to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to FATCA and any of clauses (1) to (8) inclusive of this Section 2.11(b)regulations or agreements thereunder or official interpretations thereof. (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References Any reference in this Indenture or the Notes in any context to the payment of principalcash and/or the delivery of ADSs (together with payments of cash for any fractional ADS), purchase prices in connection with a purchase as applicable, upon conversion of Notesany Note or the payment of principal of (including the Redemption Price and the Fundamental Change Repurchase Price, interest, if applicable) and interest on any Note or any other amount payable on or with respect to the Notes such Note, shall be deemed to include payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in with respect to that amount pursuant to this Section 4.07. (d) If the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Notes, it will deliver to the Trustee and the Holders official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted. (e) The Trustee shall have no obligation to determine whether any Additional Amounts are payable under the Indenture or the amount thereof. (f) The foregoing obligations provided for in this Section 2.11 shall survive any termination, defeasance termination or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or thereinthis Indenture.

Additional Amounts. (a) All payments made by the Companyof principal of and premium, if any, interest (including any successor theretoAdditional Interest) and any other amounts on, on or in respect of, the Notes Securities of any series shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) of Bermuda or any other jurisdiction (other than the United States) from or through in which the Company makes is organized (oreach, as a result of the Company’s connection with such “taxing jurisdiction, is deemed to make”) a payment or delivery on the Notes, or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized therein, unless such taxes, fees, duties, assessments or otherwise considered governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a resident or doing business for tax purposes, taxing jurisdiction or any political subdivision or governmental taxing authority thereof or therein having the power to tax (each of clauses (i) and or (ii)) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a “Relevant Taxing Jurisdiction”holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof); to be made in respect of any payment . If a withholding or delivery under the Notesdeduction at source is required, the Company shall shall, subject to certain limitations and exceptions set forth below, pay (together with to the Holder of any such payment or delivery) Security such additional amounts (the “Additional Amounts”) as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest (including any Additional Interest) or any other amount made to such payment or delivery by each beneficial owner of the Notes Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, shall equal not be less than the amount that would have been received provided for in respect of such payment or delivery in the absence of such withholding or deductionSecurity and this Indenture to be then due and payable; provided, however, that Additional Amounts the Company shall not be payable only required to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence make payment of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tofor or on account of: (1a) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, fee, duty, assessment or governmental charge of whatever nature which would not have been so imposed but for the existence of any present or former connection between the beneficial owner fact that such Holder: (or between A) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant Taxing Jurisdiction) relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; payment under, such Security; (3B) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) presented such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing JurisdictionSecurity, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required, for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security, where presentation is required, more than 30 thirty (30) days after the relevant date on which the payment in respect of such Security first became due and payable or provided for, whichever is first made available for payment to the beneficial owner (later, except to the extent that the beneficial owner Holder would have been entitled to such Additional Amounts if it had the Note been presented during such 30 Security for payment on any day period)within such period of thirty (30) days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7c) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of such Security to comply with any reasonable request by the Company addressed to the Holder within ninety (90) days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (d) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council any EU Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting meetings of 26-27 NovemberNovember 2000, 2000 3 June 2003 or any law implementing or complying with, or introduced in order to conform confirm to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European UnionEU Directive; and (9) where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters.or (e) References any combination of items (a), (b), (c) and (d); Whenever in this Indenture or the Notes to there is mentioned, in any context, the payment of principalthe principal of or any premium, purchase prices in connection with a purchase of Notes, interest, interest (including Additional Interest) or any other amount payable amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or with respect to the Notes exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant to this Section 2.11 hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any terminationthereof pursuant to such terms, defeasance or discharge and express mention of the Indenture and payment of Additional Amounts (if applicable) in any provision hereof shall apply mutatis mutandis to any jurisdiction not be construed as excluding the payment of Additional Amounts in which any successor to the Company those provisions hereof where such express mention is organized or any political subdivision or taxing authority or agency thereof or thereinnot made.

Additional Amounts. (a) All payments made by the Company, including any successor thereto, on the Notes shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i) and (ii), a “Relevant Taxing Jurisdiction”); to be made in respect of any payment or delivery under the Notes, the Company The Issuers shall pay (together with such payment or delivery) to each Holder such additional amounts (the “"Additional Amounts”") as may be necessary in order that every net payment of the net amounts received in respect principal of and interest on such Holder's Notes, after deduction or withholding for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the country in which the continuing Person is organized or delivery by each beneficial owner of any political subdivision or taxing authority in that political subdivision or taxing authority, will not be less than the Notes after amount provided for in such withholding or deduction (including Notes, then due and payable before any such deduction tax, assessment or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deductionother governmental charge; provided, however, that the foregoing obligation to pay Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect not apply to: (1a) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, assessment or other governmental charge which would not have been so imposed but for for: (i) the existence of any present or former connection between the beneficial owner such Holder (or between a fiduciary, settlorsettler, beneficiary, member member, partner or shareholder of, or possessor of a power over the relevant beneficial ownerover, such Holder, if the relevant beneficial owner such Holder is an estate, nomineetrust, trust partnership or corporation) and the Relevant Taxing Jurisdiction country in which the Issuers are organized, including, without limitation, such Holder (including the beneficial owner or such fiduciary, settler, beneficiary, member, partner, shareholder or possessor) being or having been a citizen or resident of the country in which the Issuers are organized or national oftreated as a resident thereof, or carrying on a being or having been engaged in trade or business or maintaining present therein, or having or having had a permanent establishment in, therein or being physically present in, making or having made an election the Relevant Taxing Jurisdiction) other than by the mere ownership effect of which is to subject such Holder or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except or such fiduciary, settler, beneficiary, member, partner, shareholder or possessor) to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, tax assessment or other governmental charge; (7ii) any withholding the failure of such Holder or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the a Note been the holder to comply with any requirement under income tax treaties, statutes and regulations or administrative practice of the Notecountry in which the Issuers are organized, it would not have been entitled to payment establish entitlement to exemption from or reduction of Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b).such tax, assessment or other governmental charge; or (ciii) The Company shall (i) make any required withholding such Holder's present or deduction and (ii) remit the full amount deducted former status as a personal holding company or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or foreign personal holding company with respect to the Notes is due and payable United States, a controlled foreign corporation or a passive foreign investment company for United States tax purposes or a corporation that accumulates earnings to avoid United States federal income tax; (unless such obligation to pay Additional Amounts arises shortly before b) any tax, assessment or after other governmental charge which would not been so imposed but for the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon presentation by the Trustee until receipt Holder of such Note for payment on a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to the Notes shall be deemed to include payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.date

Additional Amounts. (a) All payments made by Unless otherwise specified in any Officer’s Certificate of the CompanyCompany setting forth the terms of Securities of a series in accordance with Section 301, including if any successor thereto, on the Notes shall be made without deduction or withholding or deduction for, or on account of, for any present or future taxes, duties, assessments or other governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United Statestherein) in which the Company is organized or otherwise considered to incorporated, shall at any time be a resident or doing business for tax purposes, required by such jurisdiction (or any such political subdivision or governmental taxing authority thereof or therein having the power to tax (each of clauses (itherein) and (ii), a “Relevant Taxing Jurisdiction”); to be made in respect of any payment amounts to be paid by the Company of principal of or delivery under the Notesinterest on a Security of any series, the Company shall will pay (together with to the Holder of a Security of such payment or delivery) series such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect paid to such Holder of such payment or delivery by each beneficial owner of the Notes Security, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)withholding, shall equal be not less than the amount that would have been received amounts specified in respect of such payment or delivery in the absence of Security to which such withholding or deductionHolder is otherwise entitled; provided, however, that Additional Amounts the Company shall not be payable only required to the extent necessary so that the net amount received by the holder, after taking into make any payment of additional amounts for or on account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect toof: (1a) any Taxes that would have been tax , assessment or other governmental charge imposed absent a Change in Domicileby the United States or any political subdivision thereof; (2b) any Taxes that tax, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between the beneficial owner such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant beneficial ownerover, such Holder, if the relevant beneficial owner such Holder is an estate, nomineetrust, trust partnership or corporation) and the Relevant Taxing Jurisdiction taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (including the beneficial owner or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or national of, being or carrying on a having been present or engaged in trade or business therein or maintaining having or having had a permanent establishment in, therein or being physically present in, (ii) the Relevant Taxing Jurisdiction) other than by the mere ownership or holding presentation of a Security of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment series (where presentation is required) for payment on a date more than 30 days after the relevant date on which such payment became due and payable or the date on which payment thereof is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period)duly provided for, whichever occurs later; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6c) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7d) any tax, assessment or other governmental charge that is payable otherwise than by withholding from payments of (or deduction in respect of) principal of, or any interest on, the Securities of such series; (e) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of the Security of such series (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirements, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (f) any tax, assessment or other governmental charge which such H▇▇▇▇▇ would have been able to avoid by presenting such Security to another Paying Agent; (g) any tax, assessment or other governmental charge which is imposed on a payment to an individual that is required to be made pursuant to the European Council Union Directive 2003/48/ 2003/48/EC on regarding the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 Novemberamending, 2000 supplementing or replacing such directive, or any law implementing or complying with, or introduced in order to conform to, such directive;directive or directives; or (8) h) any Taxes that could have been avoided by the presentation combination of items (where presentation is requireda), (b), (c), (d), (e), (f) and (g) above; nor shall additional amounts be paid with respect to any payment of the relevant Note principal of, or any interest on, any Security of such series to another Paying Agent in any Holder who is a member state of fiduciary or partnership or other than the European Union; and (9) where, had the sole beneficial owner of such payment to the Note been extent such payment would be required by the holder laws of the Note, it jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to payment such additional amounts had it been the Holder of Additional Amounts such Security. Furthermore, any amounts to be paid by reason the Company or the Guarantor, as the case may be, on the Securities or under the Guarantee will be paid net of any FATCA Withholding. Neither the Company nor the Guarantor will be required to pay additional amounts on account of clauses (1) any FATCA Withholding. The foregoing provisions shall apply mutatis mutandis to (8) inclusive any withholding or deduction in respect of this Section 2.11(b). (c) The any amount to be paid by the Company shall of principal of or interest on a Security of any series (i) make for or on account of any required withholding present or deduction and future taxes, assessments or governmental charges of whatever nature of any jurisdiction in which any successor or substitute Person to the Company is organized, or any political subdivision or taxing authority thereof or therein; or (ii) remit the full amount deducted if another Person merges into or withheld transfers its assets to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts pursuant to obtain certified copies of tax receipts evidencing the payment Section 801, for or on account of any Taxes so deducted taxes, assessments or withheld from each Relevant Taxing Jurisdiction imposing governmental charges levied by the jurisdiction in which such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy other Person is organized, or by any political subdivision or taxing authority thereof, as a certificate stating result of (x) that the amount of withholding Taxes evidenced by the certified copy was paid Company’s being treated as engaged in connection with payments a trade or business, or having a permanent establishment, in respect of the principal amount of Notes then outstanding such jurisdiction and (y) the amount payment of principal or interest being allocable or attributable to such trade or business or permanent establishment; provided, however, that such payment of additional amounts may in any case be subject to such further exceptions as may be established in the terms of such withholding Taxes paid per $1,000 principal amount of the NotesSecurities established as contemplated by Section 301. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect Subject to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such dateforegoing provisions, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References whenever in this Indenture or the Notes to there is mentioned, in any context, the payment of principal, purchase prices in connection with a purchase the principal of Notes, interestor any premium or interest on, or in respect of, any other amount payable Security of any series or payment of any related coupon or the net proceeds received on the sale or with respect to the Notes exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts pursuant to additional amounts provided for in this Section 2.11 to the extent that, in such context, Additional Amounts additional amounts are, were or would be payable in respect thereof. (f) The obligations provided for in thereof pursuant to the provisions of this Section 2.11 shall survive any termination, defeasance or discharge and express mention of the Indenture and payment of additional amounts (if applicable) in any provisions hereof shall apply mutatis mutandis not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. If the terms of the Securities of a series established as contemplated by Section 301 do not specify that additional amounts pursuant to any jurisdiction in which any successor this Section will not be payable by the Company, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on which a payment of principal and any premium is made), and at least 10 days prior to each date of payment of principal and any premium or interest if there has been any change with respect to the matters set forth in the relevant Officer’s Certificate, the Company or the Guarantor will furnish the Trustee and the Company’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officer’s Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and any premium or interest on the Securities of that series or under the related Guarantee shall be made to Holders of Securities of that series without withholding for or on account of any tax, assessment or other governmental charge described in the Securities of that series or the related Guarantee. If any such withholding shall be required, then such Officer’s Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company or the Guarantor (only if a payment under the Guarantee is organized then due in respect of such Securities), as the case may be, will pay to the Trustee or such Paying Agent or Paying Agents the additional amounts required by this Section. Each of the Company and the Guarantor covenants to indemnify each of the Trustee and any political subdivision Paying Agent for, and to hold each of them harmless against, any loss, liability or taxing authority expense arising out of or agency thereof in connection with actions taken or thereinomitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence, willful misconduct or bad faith.

Additional Amounts. (a) All payments made by the Company, including pursuant to any successor thereto, on the Notes Guarantee shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, Australia or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or (ii) therein, unless such taxes, duties, assessments or governmental charges are required by Australia or any other jurisdiction (other than the United States) in which Company is organized such subdivision or otherwise considered authority to be a resident withheld or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i) and (ii), a “Relevant Taxing Jurisdiction”); to be made in respect of any payment or delivery under the Notesdeducted. In that event, the Company shall Guarantor will pay (together with such payment or delivery) by way of additional interest such additional amounts of, or in respect of, principal and any premium and interest (the “Additional Amounts”) as may be necessary will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in order that respect of such) in the net payment to each Holder of a Security entitled to such Guarantee of the amounts received which would have been payable in respect of such payment or delivery by each beneficial owner of the Notes after Guarantee had no such withholding or deduction (including any such deduction or withholding from such Additional Amounts)been required, shall equal the amount except that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that no Additional Amounts shall be so payable only to the extent necessary so that the net amount received by the holder, after taking into for or on account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect toof: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, duty, assessment or other governmental charge which would not have been so imposed but for the existence of any present or former connection between the beneficial owner fact that such Holder: (or between A) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant Taxing Jurisdiction) Australia or any of its territories or any political subdivision thereof or otherwise had some connection with Australia other than by the mere ownership of, or holding of such Note or enforcement of rights thereunder or the receipt of payments payment under, such Guarantee; (B) presented such Security (with the Guarantee noted or endorsed thereon) for payment in respect Australia or any of its territories or any political subdivision thereof; (3) any Taxes that would , unless such Security could not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment elsewhere; or (C) presented such Security (with the Guarantee noted or endorsed thereon) (where presentation is required) more than 30 thirty (30) days after the relevant date on which the payment in respect of such Guarantee first became due and payable or provided for, whichever is first made available for payment to the beneficial owner (later, except to the extent that the beneficial owner Holder would have been entitled to such Additional Amounts if it had the Note been presented during such 30 Security or Guarantee for payment on any day period)within such period of thirty (30) days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (62) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (73) any tax, assessment or other governmental charge which is payable otherwise than by withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC from payments of (or in respect of) principal of or any premium or interest on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directiveGuarantee(s); (8) 4) any Taxes tax, assessment or other governmental charge that could have been avoided is imposed or withheld by reason of the failure to comply by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had Holder or the beneficial owner of the Note been the holder a Security with a request of the NoteCompany or the Guarantor addressed to the Holder (A) to provide information concerning the nationality, it residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; or (5) any combination of items (1), (2), (3) and (4); nor shall Additional Amounts be paid with respect to any payment on any such Guarantee to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of Australia (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, of interest had it been the amounts so payable and shall set forth Holder of the Security entitled to such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment dateGuarantee. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References Whenever in this Indenture or the Notes there is mentioned, in any context, any payments pursuant to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to the Notes Guarantee such mention shall be deemed to include mention of the payment of Additional Amounts pursuant to provided for in this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in thereof pursuant to the provisions of this Section 2.11 shall survive any termination, defeasance or discharge and express mention of the Indenture and payment of Additional Amounts in any provisions hereof shall apply mutatis mutandis to any jurisdiction not be construed as excluding Additional Amounts in which any successor to the Company those provisions hereof where such express mention is organized or any political subdivision or taxing authority or agency thereof or thereinnot made.

Additional Amounts. (a) All payments made by of principal, premium, if any, and interest with respect to the Company, including any successor thereto, on the Notes shall Bonds will be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, States or any political subdivision or governmental taxing authority thereof or therein having therein, unless such withholding or deduction is required by (i) the power to tax; or laws (iior any regulations or rulings promulgated thereunder) any other jurisdiction (other than of the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, States or any political subdivision or governmental taxing authority thereof or therein having the power to tax (each of clauses (i) and or (ii) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in the United States or any political subdivision thereof). If a withholding or deduction at source is required, the Issuer will, subject to certain limitations and exceptions (set forth below), pay to a “Relevant Taxing Jurisdiction”); to be made in respect holder of any payment or delivery under the Notes, the Company shall pay Bonds who is a Non-U.S. Holder (together with such payment or deliveryas defined herein) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payment or delivery by each beneficial owner of the Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the every net amount received by the holderpayment of principal, premium, if any, or interest with respect to such Bonds after taking into account such withholding or deduction, equals will not be less than the amount that would have been received by provided for the holder in Bonds. However, the absence Issuer shall not be required to make any payment of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tofor or on account of: (1a) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, fee, duty, assessment or other governmental charge which would not have been so imposed but for (i) the existence of any present or former connection between the beneficial owner such Bondholder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over the relevant beneficial ownerover, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof;such (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6b) any estate, inheritance, gift, salesales, transfer, personal property or similar tax, assessment or other governmental charge; (7c) any tax, fee, duty, or future assessment or other governmental charge imposed by reason of such Bondholder's past or present status as a personal holding company, foreign personal holding company, passive foreign investment company or controlled foreign corporation with respect to the United States or as a corporation which accumulates earnings to avoid United States federal income tax; (d) any tax, fee, duty, assessment or other governmental charge which is payable otherwise than by withholding from payments of principal or deduction interest with respect to the Bonds; (e) any tax, fee, duty, assessment or other governmental charge imposed on any interest received (x) by a payment holder or beneficial owner of Bonds that for U.S. federal income tax purposes is treated as actually or constructively owning 10% or more of the voting power of the Issuer's stock, (y) on an extension of credit made pursuant to an individual a loan agreement entered into in the ordinary course of business by a holder or beneficial owner of Bonds that is a bank and (z) by a holder or beneficial owner of Bonds that is a controlled foreign corporation and with respect to which the Issuer is a related person; (f) any tax, fee, duty, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal, premium, if any, or interest with respect to any Bond, if such payment can be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or without such withholding by any other directive implementing paying agent with respect to the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directiveBonds; (8) g) any Taxes that could tax, fee, duty, assessment or other governmental charge which would not have been avoided by imposed but for the presentation (where presentation is required) failure to comply with certification, identification, documentation, information or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the relevant Note to another Paying Agent in a member state Bondholder or of the European Union; and (9) where, had the beneficial owner of the Note been the such Bond, if such compliance is required by a present or future statute, treaty, regulation, ruling or administrative practice as a precondition to a reduction of or relief or exemption from such tax, assessment or other governmental charge; or (h) any combination of items (a), (b), (c), (d), (e), (f) and (g); nor shall Additional Amounts be paid to any holder of a Bond who is a fiduciary or partnership or other than the Note, it sole beneficial owner of the Bond to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner of the Bond would not have been entitled to payment of the Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding had such beneficiary, settlor, member or deduction and (ii) remit beneficial owner been the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect holder of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying AgentBond. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to the Notes shall be deemed to include payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by the CompanyIssuer, including any a successor theretoentity or a Guarantor (each of the Issuer, on a successor entity and Guarantor, a “Payor”) with respect to the Notes or the Guarantees, as applicable, shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental government charges of whatever nature (including any penalties, interest and other additions relating thereto) (collectively, “Taxes”) ), unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of . If any withholding or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i1) Luxembourg or any political subdivision or governmental authority thereof or therein having power to tax; (2) any jurisdiction (other than the United States) from or through which the Company makes (orpayment on any such Note or Guarantee, as a result of the Company’s connection with such jurisdictionapplicable, is deemed to make) a payment or delivery on made by the Notes, relevant Payor or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii3) any other jurisdiction (other than the United States) in which Company the relevant Payor is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses clause (i1), (2) and (ii3), a “Relevant Taxing Jurisdiction”); , will at any time be required from any payments made by or on behalf of a Payor with respect to be made in respect any Note or Guarantee, including payments of any payment principal, redemption price, premium, if any, or delivery under the Notesinterest, if any, the Company shall relevant Payor will pay (together with such payment or deliverypayments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payment payments by the holders, the Trustee or delivery by each beneficial owner of the Notes Paying Agent, as the case may be, after such withholding or deduction (including any such withholding or deduction or withholding from such Additional Amounts), shall will equal the amount that amounts which would have been received in respect of such payment payments on any such Note or delivery Guarantee in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall will be payable with respect tofor or on account of: (1) any Taxes that would have been imposed absent a Change in Domicile; (2i) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant holder or the beneficial owner of a 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 trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by but excluding, in each case, any connection arising solely from the mere ownership acquisition, ownership, holding or holding disposition of such Note or enforcement of rights thereunder Guarantee or the receipt of payments any payment or enforcement of rights in respect thereof; (3ii) any Taxes that would not have been so are imposed if or withheld by reason of the failure by the holder or the beneficial owner had made of the Note to comply with a declaration written request of non-the Payor addressed to the holder, after reasonable notice, to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the holder or such beneficial owner or to make any declaration or similar claim or satisfy any other claim or filing for exemption reporting requirement relating to such matters, which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct all or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses part of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made)Taxes; (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5iii) any Taxes that are payable otherwise than by deduction or withholding from a payment of the principal of, premium, if any, or delivery interest, if any, on or with respect to the NotesNotes or any Guarantee; (6iv) any estate, inheritance, gift, salesales, excise, transfer, personal property or similar tax, assessment or other governmental charge; (7v) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could would not have been avoided by so withheld or deducted if the presentation Note had been presented for payment (where presentation is requiredpermitted or required for payment) within 30 days after the relevant payment was first made available the holder of the Note (except to the extent that the holder would have been entitled to Additional Amounts had such Note been presented for payment on the last day of such 30-day period); (vi) any Taxes imposed in connection with a Note presented for payment (where presentation is permitted or 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 to, or otherwise accepting payment from, another Paying Agent in a member state of the European Union; and; (9vii) wherewhere such withholding or deduction is required pursuant to section 1471(b) of the U.S. Internal Revenue Code of 1986 (as amended) (the “Code”) (or any amended or successor version that is substantively comparable) or otherwise imposed pursuant to sections 1471 through 1474 of the Code (or any amended or successor version that is substantively comparable), had any regulations or agreements thereunder, official interpretations thereof, or any similar law or regulation implementing an intergovernmental agreement between a non-U.S. jurisdiction and the United States related thereto; or (viii) any combination of the above. (b) No Additional Amounts shall be paid with respect to any payment to any holder who is a fiduciary or a partnership or other than the sole beneficial owner of such Notes to the extent that the beneficiary or settlor with respect to such fiduciary, the member of such partnership or the beneficial owner of the Note been the holder of the Note, it such Notes would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b)had such beneficiary, settlor, member or beneficial owner held such Notes directly. (c) Notwithstanding the foregoing, the limitations on a Payor’s obligation to pay Additional Amounts set forth in exclusion (ii) of Section 2.13(a) will not apply if compliance with any certification, information, documentation, evidentiary or other reporting requirement described in such exclusion would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a holder or beneficial owner of a Note than comparable information or other reporting requirements imposed under U.S. tax law, regulations and administrative practice (such as IRS Forms W-8 and W-9). (d) The Company Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company Payor shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes Taxes, in such form as provided in the ordinary course by the Relevant Taxing Jurisdiction and shall as is reasonably available to the Payor and will provide such certified copies to each holderthe Trustee and the Paying Agents. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation Such copies shall be made available for inspection during ordinary business hours at to the office of the Trustee by the Holders of Notes holders upon reasonable request and shall will be made available at the offices of the Paying AgentAgents. (de) At least 30 days prior to each date on which If any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall Payor will be obligated to pay Additional Amounts under or with respect to any payment made on any Note or Guarantee, at least 30 days prior to the date of such payment, the Company shall Payor will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall will be payable, payable and the amounts amount so payable and shall set forth such other information necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders of Notes holders on the relevant payment date (unless such obligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date. Each , in which case the Payor may deliver such Officer’s Certificate may as promptly as practicable after the date that is 30 days prior to the payment date). The Trustee shall be conclusively relied upon by the Trustee until receipt of a further entitled to rely solely on such Officer’s Certificate addressing as conclusive proof, without further inquiry, that such matterspayments are necessary. (ef) References Wherever in this Indenture or the Notes to there is mentioned, in any context: (1) the payment of principal, ; (2) purchase prices in connection with a purchase of Notes, ; (3) interest, or ; or (4) any other amount payable on or with respect to the Notes or any Guarantee, such reference shall be deemed to include payment of Additional Amounts pursuant to as described in this Section 2.11 2.13 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (fg) The Issuer shall pay any present or future stamp, issue, registration, court or documentary taxes, any other excise taxes or any other property or similar taxes, charges or levies (including, in each case, any penalties, interest and other liabilities relating thereto) that arise in any jurisdiction from the execution, delivery, registration, enforcement or making of payments in respect of the Notes, this Indenture or any other document or instrument in relation thereto, excluding any such taxes imposed by any jurisdiction that is not a Relevant Jurisdiction, except those resulting from, or required to be paid in connection with, the enforcement of the Notes after the occurrence and during the continuance of a Default or Event of Default with respect to the Notes. The Issuer agrees to indemnify the holders for any such taxes paid by such holders. The foregoing obligations provided for in of this Section 2.11 shall paragraph will survive any termination, defeasance or discharge of the this Indenture and shall will apply mutatis mutandis to any jurisdiction in which any successor to the Company Issuer is organized or otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by the Company, including any successor thereto, of principal and interest on the Notes shall by the Issuer or any Guarantor (including, in each case, any successor entity) (each, a "Payor") will be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, duties, assessments assessment or other governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required charge imposed by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) , any other jurisdiction from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, payment on any Note or Guarantee thereof is deemed to make) a payment or delivery on the Notesmade, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company a Payor is organized organized, engaged in business for tax purposes, or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (or, in each of clauses case, any political subdivision or taxing authority thereof or therein having power to tax) (i) and (ii)each, a “"Relevant Taxing Jurisdiction”"); , unless the withholding or deduction of such taxes, assessment or other government charge is required by law or the official interpretation or administration thereof. The Payor will, subject to be made in respect of any payment or delivery under the Notesexceptions and limitations set forth below, the Company shall pay (together with such payment or delivery) such additional amounts (the “"Additional Amounts”") as may be are necessary in order that the net amounts payment received in respect of such payment or delivery by each the beneficial owner of the Notes holder, after such withholding or deduction (including for any such deduction present or withholding from such Additional Amounts)future tax, shall equal assessment or other governmental charge imposed by a Relevant Taxing Jurisdiction, will not be less than the amount that would have been received in respect of such payment or delivery provided in the absence of such withholding or deductionNotes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall be payable only not apply: (i) to the extent necessary so that any tax, assessment or other governmental charge is imposed by reason of the net amount received by the holder, after taking into account such withholding Holder (or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect to: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that would not have been so imposed but for the existence of any present or former connection between the beneficial owner (for whose benefit such Holder holds such Note), or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, Holder if the relevant beneficial owner Holder is an estate, nomineetrust, trust partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary Holder, being considered as: (a) and being or having been engaged in a trade or business in the Relevant Taxing Jurisdiction United States or having or having had a permanent establishment in the United States; (b) having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment or the enforcement of any rights hereunder), including the beneficial owner being or having been a citizen or resident of the United States or national of, or carrying on a business or maintaining a permanent establishment in, or being physically having been present in, in the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereofUnited States; (3c) being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid U.S. federal income tax; (d) being or having been a "10-percent shareholder" of the Issuer as defined in section 871(h)(3) of the Code or any Taxes successor provision; or (e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor provision; (ii) to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; (iii) to the extent any tax, assessment or other governmental charge that would not have been so imposed if but for the beneficial owner had made a declaration failure of non-residence the Holder or any other claim person (A) to comply with certification, identification or filing for exemption to which it is entitled (provided that (x) such declaration information reporting requirements concerning the nationality, residence, identity or connection with the United States of non-residence the Holder or other claim or filing for exemption beneficial owner of the Notes, if compliance is required by the applicable law statute, by regulation of the Relevant Taxing Jurisdiction United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to a partial or complete exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence tax, assessment or other claim governmental charge or filing for (B) to comply with any information gathering or reporting requirements or take any similar actions (including entering into any agreement with the U.S. Internal Revenue Service), in each case, that are required to obtain the maximum exemption from withholding that is required under the applicable law available to payments received by or on behalf of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made)Holder; (4iv) to any Note presented for payment (where presentation tax, assessment or other governmental charge that is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable imposed otherwise than by withholding by the Payor or a paying agent from a payment or delivery on the Notespayment; (6v) to any estate, inheritance, gift, salesales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge, or excise tax imposed on the transfer of Notes; (7vi) to any withholding tax, assessment or deduction imposed on a payment to an individual that is other governmental charge required to be made pursuant to European Council Directive 2003/48/ EC withheld by any paying agent from any payment of principal of or interest on the taxation of savings or any other directive implementing the conclusions Note as a result of the ECOFIN Council meeting presentation of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation Note for payment (where presentation is required) by or on behalf of a Holder of Notes, if such payment could have been made without such withholding by presenting the relevant Note to another Paying Agent at least one other paying agent in a member state of the European Union; and; (9vii) whereto the extent any tax, had the beneficial owner of the Note been the holder of the Note, it assessment or other governmental charge would not have been entitled imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; (viii) to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any amended or successor provisions that are substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code; or (ix) in the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii). As used in this Section 4.15, the term "United States" means the United States of America, the states of the United States, and the District of Columbia. Wherever in this Indenture or the Notes there is mentioned, in any context: (1) the payment of principal; (2) purchase prices in connection with a purchase of Notes; (3) interest; or (4) any other amount payable on or with respect to any Guarantee of a Note, such reference shall be deemed to include payment of Additional Amounts by reason to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor will pay and indemnify the Holders and beneficial owners of the Notes, the Trustee and Paying Agent for any present or future stamp, transfer, issue, registration, court or documentary taxes, or any other excise, property or similar taxes or similar charges or levies (including any related interest or penalties with respect thereto) that arise in a Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of, or receipt of payments with respect to, any Note, any Guarantee of a Note, this Indenture, or any other document or instrument in relation thereto (limited, solely to the extent of such taxes or similar charges or levies that arise from the receipt of any payments of principal or interest on the Notes, to any such taxes or similar charges or levies that are not excluded under clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction through (iii) and (iiv) remit the full amount deducted through (viii) or withheld any combination thereof). The foregoing obligations will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any jurisdiction from or through which any payment under, or with respect to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted Notes or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced Guarantees thereof is made by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount or on behalf of such withholding Taxes paid per $1,000 principal amount of the NotesPayor, or any political subdivision or taxing authority or agency thereof or therein. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such an obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such datethe date on which payment under or with respect to the Notes is due and payable, in which case it shall will be promptly thereafter), if the Company shall Issuer will be obligated to pay Additional Amounts with respect to such payment, the Company shall Issuer will deliver to the Trustee an Officer’s 's Certificate stating the fact that such Additional Amounts shall will be payable, payable and the amounts so payable and shall set setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders of such Notes on the relevant payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to the Notes shall be deemed to include payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations Except as specifically provided for in this Section 2.11 shall survive 4.15, the Issuer will not be required to make any terminationpayments for any taxes, defeasance assessments or discharge of the Indenture and shall apply mutatis mutandis to other governmental charges imposed by any jurisdiction in which any successor to the Company is organized government or any political subdivision or any taxing authority of any government or agency thereof or therein.political subdivision. ARTICLE FIVE SUCCESSOR COMPANY

Additional Amounts. (a) All payments and deliveries made by the CompanyCompany with respect to the Notes, including any successor theretoincluding, on but not limited to, payments of principal (including, if applicable, the Notes Redemption Price and the Fundamental Change Repurchase Price), payments of Special Interest, if any, and payments of cash and/or deliveries of Ordinary Shares (together with payments of cash in lieu of a fractional Ordinary Shares) upon conversion, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding imposed, levied, collected, withheld or deduction of such Taxes is then required assessed by law. (b) Ifor within Israel, pursuant to Section 2.10, as a result of or following a merger or consolidation of any other jurisdiction in which the Company with, is or a sale by the Company of all is deemed to be organized or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction resident for tax purposes or withholding is at any time required for, from or on account of, any Taxes imposed through which payments or levied deliveries by or on behalf of: (i) any jurisdiction (other than the United States) from or through which of the Company makes (or, as a result of with respect to the Company’s connection with such jurisdiction, is Notes are made or deemed to make) a payment made or delivery on the Notes, by or within any political subdivision or governmental authority thereof or any taxing authority therein or thereof having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i) and (ii)each, a “Relevant Taxing Jurisdiction”); , unless such withholding or deduction is required by law. In the event that any such taxes, duties, assessments or governmental charges imposed or levied by or on behalf of a Relevant Taxing Jurisdiction are required to be withheld or deducted from any payments or deliveries made in respect of any payment by the Company or delivery under the NotesPaying Agent, the Company shall pay (together with such payment or delivery) to each Holder such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payment or delivery by each beneficial owner of the Notes after such withholding or deduction (including and after deducting any such deduction or withholding from such taxes on the Additional Amounts), ) shall equal the amount amounts that would have been received in respect of such payment or delivery in the absence of had no such withholding or deductiondeduction been required; provided, however, provided that no Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holderpayable: (i) for or on account of: (A) any tax, after taking into account such withholding duty, assessment or deduction, equals the amount other governmental charge that would not have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect toimposed but for: (1) any Taxes (I) the Holder or beneficial owner of such Note notifying the Company that would it is (x) an Israeli resident or citizen for Israeli tax purposes or (y) a non-Israeli corporation, for which Israeli residents (i) have been imposed absent a Change controlling interest of more than 25% in Domicile; such non-Israeli corporation or (2ii) any Taxes that would not have been so imposed but for are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation (whether directly or indirectly), or (II) in the case of a Relevant Taxing Jurisdiction other than Israel, 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 over, the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national ofJurisdiction, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership merely holding or holding of enforcing rights under such Note or enforcement of rights thereunder or the receipt of payments thereunder; (2) the presentation of such Note (in respect thereof;cases in which presentation is required) more than 30 days after the later of (x) the date on which such payment or delivery first becomes due and (y) the date on which payment or delivery thereof is duly provided, except to the extent that the Holder or beneficial owner or such other person would have been entitled to Additional Amounts on presenting the Note for payment on any date during such 30-day period; or (3) any Taxes that would not have been so imposed if the failure of the Holder or beneficial owner had made to comply with a timely request from the Company to provide certification, information, documents or other evidence concerning such Holder’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided or satisfy any other reasonable reporting requirement relating to such matters, if and to the extent that (x) the Holder or beneficial owner is legally able to comply with such declaration of non-residence or other claim or filing for exemption request and due and timely compliance with such request is required by the applicable law statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which Additional Amounts would have otherwise been payable to such declaration of non-residence Holder or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made)owner; (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6B) any estate, inheritance, gift, saleuse, sales, transfer, excise, personal property or similar tax, assessment or other governmental charge; (7C) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding or deduction imposed on a payment from payments or deliveries under or with respect to an individual that is the Notes; (D) any tax, assessment, withholding or deduction required to be made pursuant to European Council Directive 2003/48/ EC on by sections 1471 through 1474 of the taxation United States Internal Revenue Code of savings 1986, as amended (“FATCA”), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other directive implementing jurisdiction to implement the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 foregoing or any law implementing or complying withenacted by such other jurisdiction to give effect to such agreement, or introduced in order to conform to, such directiveany agreement with the U.S. Internal Revenue Service under FATCA; (8) E) any Taxes that could have been avoided by the presentation tax, assessment or other governmental charge imposed in connection with a Note presented for payment (where presentation is requiredrequired for payment) by or on behalf of a Holder or beneficial owner who would have been able to avoid such tax, assessment or governmental charge by presenting the relevant Note to to, or otherwise accepting payment from, another Paying Agent Agent; or (F) any combination of taxes referred to in a member state the preceding clauses (A), (B), (C), (D) and (E); or (ii) with respect to any payment of the European Union; and principal of (9including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) whereand Special Interest on such Note or the payment of cash and/or delivery of Ordinary Shares (together with payment of cash in lieu of a fractional Ordinary Share) upon conversion of such Note to any Person who a fiduciary, had partnership or Person other than the sole beneficial owner of that payment to the Note been extent that such payment would be required to be included in the holder income under the laws of the NoteRelevant Taxing Jurisdiction, it for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or a beneficial owner who the Company knows at the time of the payment or delivery would not have been entitled to payment of such Additional Amounts by reason had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. Notwithstanding the foregoing, the limitations on the Company’s obligation to pay Additional Amounts set forth in Section 4.10(a)(i)(A)(3) shall not apply if the provision of any certification, identification, information, documentation or other reporting requirement described in Section 4.10(a)(i)(A)(3) would be materially more onerous, in form, in procedure or in substance of clauses information disclosed, to a Holder or beneficial owner of a Note than comparable information or other reporting requirements imposed under U.S. tax law, regulations and administrative practice (1such as U.S. Internal Revenue Service Forms W-8BEN-E and W-9). For the avoidance of doubt, no Holder or beneficial owner of a Note shall have any obligation to establish eligibility for a reduced withholding tax rate under any income tax treaty in order to receive Additional Amounts. (b) If the Company is required to (8) inclusive make any deduction or withholding from any payments or deliveries with respect to the Notes, the Company will deliver to the Trustee official tax receipts evidencing the remittance to the relevant tax authorities of this Section 2.11(b)the amounts so withheld or deducted. Copies of such receipts shall be made available to Holders of the Notes upon request. (c) The Company shall (i) make Whenever there is mentioned in any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing context the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes principal of (including the Redemption Price and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such dateFundamental Change Repurchase Price, in which case it shall be promptly thereafterif applicable), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principalSpecial Interest on, purchase prices or the payment of cash and/or the delivery of Ordinary Shares (together with payment of cash in connection with lieu of a purchase fractional Ordinary Share) upon conversion of Notes, interest, any Note or any other amount payable on or with respect to the Notes such Note, such mention shall be deemed to include payment of Additional Amounts pursuant to provided for in this Section 2.11 Indenture to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (fd) The obligations Company shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, except for taxes, charges or similar levies resulting from a transfer of Notes that occurs after the initial sale by the Initial Purchasers and except as provided for in this Section 2.11 shall survive any termination2.06, defeasance Section 14.02(d) and Section 14.02(e). (e) All payments and deliveries made under or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor with respect to the transactions contemplated herein are exclusive of VAT and, accordingly, if VAT is or becomes due, then the Company is organized or any political subdivision or taxing authority or agency thereof or thereinmust pay all such VAT to the relevant tax authorities.

Additional Amounts. (a) All payments made by in cash by, or on behalf of, the Company or any Successor Company, under or with respect to the Notes, of principal (including, if applicable, the Optional Redemption Price, the Tax Redemption Price and the Fundamental Change Repurchase Price) and interest (including any successor theretoAdditional Interest), on but excluding payments in cash in lieu of delivery of ADSs as set forth in Section 14.13 and deliveries of ADSs (or the Notes Ordinary Shares represented thereby) or other Reference Property or any other consideration due upon conversion (together with payments of cash for any fractional ADS) (such non-excluded payments, the “Relevant Payments”), shall be made free and clear of and without withholding or deduction for, or on account of, any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of whatever nature charge (including penalties and interest related thereto) (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law or regulation or by government policy having the force of law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), . If any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: of (i1) any jurisdiction (other than the United States) from or through in which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having the power to tax; or (iiSuccessor Company) any other jurisdiction (other than the United States) in which Company is organized or otherwise considered to be a organized, resident or doing business for tax purposes, Tax purposes or any department or political subdivision or governmental authority thereof or therein having or (2) any jurisdiction from or through which payment is made by the power to tax Company (or any Successor Company) or the Paying Agent or any department or political subdivision thereof or therein (each of jurisdiction, department or political subdivision described in the foregoing clauses (i1) and (ii2), a “Relevant Taxing Tax Jurisdiction”); ) will at any time be required to be made in from any such Relevant Payments made under or with respect of any payment or delivery under to the Notes, the Company shall pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payment or delivery Relevant Payments by each beneficial owner of the Notes Holder after such withholding or deduction (including any such deduction or withholding from such in respect of Additional Amounts), shall ) will equal the amount respective amounts that would have been received in respect of such payment or delivery Relevant Payments in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect to: (1i) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that Tax, to the extent such Tax would not have been so imposed but for the existence of any present or former connection between the Holder or the beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over over, the relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust trust, partnership, limited liability company or corporation) and the applicable Relevant Taxing Tax Jurisdiction (including other than any connection arising solely from the beneficial owner being a citizen acquisition, ownership, holding or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present indisposition of the Notes, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note or enforcement of rights thereunder or under the Notes and/or the receipt of any payments or deliveries in respect thereofof the Notes); (3ii) any Taxes that Tax, to the extent such Tax would not have been so imposed if but for the failure of the Holder or the beneficial owner had made to comply with a declaration of non-residence timely request from the Company or any other claim or filing for exemption Successor Company, addressed to which it is entitled (provided that (x) such declaration of non-residence the Holder, to provide certification, information, documents or other claim evidence concerning such ▇▇▇▇▇▇’s or filing for exemption beneficial owner’s nationality, residence, identity or connection with the relevant jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by the applicable law statute, regulation or administrative practice of the a Relevant Taxing Tax Jurisdiction as a precondition to exemption from from, or reduction in the requirement to deduct rate of deduction or withhold such withholding of, Taxes and (y) at least 30 days prior imposed by the Relevant Tax Jurisdiction, but in each case, only to the first payment date with respect to which such declaration of non-residence extent the Holder or other claim or filing for exemption is required under the applicable law beneficial owner of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail Notes is legally eligible to the addresses of provide such Holders of Notes as they appear in the Register by the Company certification or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made)documentation; (4iii) any Tax, to the extent such Tax is imposed as a result of the presentation of a Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner Holder (except to the extent that the beneficial owner such Holder would have been entitled to Additional Amounts had the Note been presented during on the last day of such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6iv) any estate, inheritance, gift, sale, transfer, excise, wealth, personal property or similar tax, assessment or other governmental chargeTax; (7v) any Taxes payable otherwise than by deduction or withholding from the Relevant Payments (or deduction imposed on Additional Amounts payable in respect thereof); or (vi) any combination of the above items. (b) The Company shall not pay any Additional Amounts with respect of any payment of cash or delivery of ADSs, Ordinary Shares or other Reference Property to any Holder if the Holder is a fiduciary, partnership or Person other than the sole beneficial owner of that payment to an individual the extent that is such payment or delivery would under the laws of the applicable Relevant Tax Jurisdiction, for Tax purposes, be required to be made pursuant included in the income of a beneficiary or settlor with respect to European Council Directive 2003/48/ EC on the taxation fiduciary, a partner or member of savings that partnership or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 Novembera beneficial owner, 2000 or any law implementing or complying within each case, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof. Any amounts to be paid on the Notes shall be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any amended or successor versions of such Code Sections, any current or future official interpretations thereof or regulations promulgated thereunder (“FATCA”), any intergovernmental agreement between the United States and any other jurisdiction to implement FATCA, any law, regulation or other official guidance enacted or published in any jurisdiction implementing FATCA or an intergovernmental agreement with respect thereto, or any agreement with the U.S. Internal Revenue Service under FATCA (including any agreement described in Code Section 1471(b)), and the Company shall not be required to pay Additional Amounts on account of any FATCA withholding Tax. In addition to the foregoing, the Company shall also pay and indemnify the Holder of a Note for any present or future stamp, stamp duty, stamp duty reserve tax, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies (including penalties and interest related thereto) that are levied by any Relevant Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, the ADSs (and Ordinary Shares represented thereby upon conversion of the Notes), this Indenture or any other document or instrument referred to therein, or the receipt of any payments with respect to, or enforcement of, the Notes (other than, in each case, in connection with a transfer of Notes after the initial sale by the Company of the Notes or the delivery of ADSs in a name other than the name of the converting Holder). If the Company becomes aware that it will be obligated to pay or deliver Additional Amounts with respect to any payment or delivery under or with respect to the Notes, the Company will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment or delivery (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company will notify the Trustee promptly thereafter) notice stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. Such notice must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date. The Company will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b)Amounts, including an Officer’s Certificate that such payments are necessary, upon which the Trustee may conclusively rely. (c) The Company shall (i) timely make any all withholdings and deductions required withholding or deduction by law and (ii) shall remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction relevant Tax authority in accordance with applicable law. The Company shall use all furnish to the Trustee (or to a Holder of the Notes upon request), within a reasonable efforts to obtain certified copies of tax receipts evidencing time after the date the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such is made, certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced Tax receipts evidencing payment by the certified copy was paid in connection with payments in respect Company, as appropriate, or if receipts are not reasonably available, other evidence of payment reasonably satisfactory to the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying AgentTrustee. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References Whenever in this Indenture or there is mentioned, in any context, payment of amounts based upon the principal amount of the Notes to the payment or of principal, purchase prices in connection with a purchase of Notes, interest, the Optional Redemption Price, the Tax Redemption Price, the Fundamental Change Repurchase Price, or of any other amount payable on in cash under, or with respect to to, any of the Notes (other than payments in cash in lieu of delivery of ADSs as set forth in Section 14.13 and payments of cash for any fractional ADS as set forth in Section 14.02) such mention shall be deemed to include the payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (fe) The obligations provided for in under this Section 2.11 4.10 shall survive any termination, defeasance termination or discharge of the Indenture and shall apply apply, mutatis mutandis mutandis, to any jurisdiction in which any successor Person to the Company is organized organized, resident or doing business for Tax purposes or any jurisdiction from or through which such Person or its paying agent makes any payment on the Notes and, in each case, any department or political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by of principal of and premium, if any, interest and any other amounts on, or in respect of, the Company, including Securities of any successor thereto, on the Notes series shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than of the United States) from , Bermuda or through any other jurisdiction in which the Company makes (or, as a result of or the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company Guarantor is organized or otherwise considered to be a resident or doing business for tax purposes, or any other jurisdiction from which or through which a payment on the Securities is made by the Company or the Guarantor (each, a “Taxing Jurisdiction”) or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted at source by (i) the laws (or any regulations or ruling promulgated thereunder) of a Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein having the power to tax (each of clauses (i) and or (ii)) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a “Relevant holding by a court of competent jurisdiction or by a taxing authority in a Taxing Jurisdiction”Jurisdiction or any political subdivision thereof); to be made in respect of any payment . If a withholding or delivery under the Notesdeduction at source is required, the Company shall or the Guarantor shall, subject to certain limitations and exceptions set forth below, pay (together with to the Holder of any such payment or delivery) Security such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest or any other amount made to such payment or delivery by each beneficial owner of the Notes Holder, after such withholding or deduction (including any such withholding or deduction or withholding from such Additional Amountsadditional amounts), shall equal not be less than the amount that would have been received provided for in respect of such payment or delivery in the absence of such withholding or deductionSecurity and this Indenture to be then due and payable; provided, however, that Additional Amounts the Company and the Guarantor shall not be payable only required to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence make payment of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tofor or on account of: (1a) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, fee, duty, assessment or governmental charge of whatever nature which would not have been so imposed but for the existence of any present or former connection between the beneficial owner fact that such Holder: (or between A) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant relevant Taxing Jurisdiction) Jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant Taxing Jurisdiction other than by reason of the mere ownership of, or holding receipt of such Note payment under, or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which to, such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing JurisdictionSecurity; (B) presented such Security, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required, for payment in the relevant Taxing Jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security, where presentation is required, more than 30 thirty (30) days after the relevant date on which the payment in respect of such Security first became due and payable or provided for, whichever is first made available for payment to the beneficial owner (later, except to the extent that the beneficial owner Holder would have been entitled to such Additional Amounts if it had the Note been presented during such 30 Security for payment on any day period)within such period of thirty (30) days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7c) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of such Security to comply with any reasonable request by the Company addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant Taxing Jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (d) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council any EU Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting meetings of 26-27 NovemberNovember 2000, 2000 3 June 2003 or any law implementing or complying with, or introduced in order to conform confirm to, such directive;EU Directive; or (8) e) any Taxes combination of items (a), (b), (c) and (d). In addition, the Company shall not be required to pay Additional Amounts if a payment on a Security is reduced as a result of any tax, assessment or other governmental charge that could have been avoided is imposed and withheld at source solely by the presentation (where presentation is required) reason of the relevant Note to another Paying Agent in Holder (1) being or having been a member state foreign private foundation or other foreign tax-exempt organization, (2) owning or having owned, actually or constructively, 10% or more of the European Union; and total combined voting power of all classes of shares of the Guarantor entitled to vote, (93) wherebeing or having been a “controlled foreign corporation” with respect to which the Company is a “related person” within the meaning of the Internal Revenue Code of 1986, had as amended, (4) being or having been a bank receiving the interest pursuant to a loan agreement in the ordinary course of its trade or business or (e) any combination of items (a), (b), (c) and (d) above and (1), (2), (3), and (4) as contained herein. Further, neither the Company, nor the Guarantor shall pay Additional Amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such Security to any Holder who is a fiduciary, partnership, limited liability company, other fiscally transparent entity or other than the sole beneficial owner of such note to the Note been the holder of the Noteextent that such a partner, it member with respect to such a limited liability company or other fiscally transparent entity, or beneficiary or settler with respect to such fiduciary would not have been entitled to payment such additional amounts had it been the Holder of Additional Amounts by reason of the Security. Moreover, neither the Company, nor the Guarantor shall provide any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld indemnification to the Relevant Taxing Jurisdiction extent that any fiduciary, partnership, limited liability company, other fiscally transparent entity or other than the sole beneficial owner of such note fails to withhold any amounts so required by any relevant taxing jurisdiction. Whenever in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing this Indenture there is mentioned, in any context, the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which or any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such datepremium, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, interest or any other amount payable amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or with respect to the Notes exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant to this Section 2.11 hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. thereof pursuant to such terms, and express mention of the payment of Additional Amounts (fif applicable) The obligations in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the related Board Resolution of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to a series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer’s Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer’s Certificate of the Company instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series without withholding at source for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 2.11 4.4. If any such withholding at source shall be required, then such Officer’s Certificate shall specify by Taxing Jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by this Section 4.4. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer’s Certificate furnished pursuant to this Section 4.4. The Company and the Guarantor will make any required withholding or deduction and remit the full amount deducted or withheld to the relevant Taxing Jurisdiction in accordance with applicable law. The Company and the Guarantor will furnish to the Holders, within 60 days after the date the payment of any taxes so deducted or withheld is due pursuant to applicable law, either certified copies of tax receipts evidencing such payment by the Company or the Guarantor, as the case may be, or, if such receipts are not obtainable, other evidence of such payments by the Company or the Guarantor, as the case may be, reasonably satisfactory to the Holders. The Company and the Guarantor shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any Taxing Jurisdiction from the execution, delivery, or registration of any Security or any other document or instrument relating to the issuance thereof or the receipt of any payments with respect to the Securities. The Company shall indemnify and make whole the Holders of Securities for any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies payable by the Company as provided in this Section 4.4 that are paid by such Holders. The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and shall will apply mutatis mutandis to any jurisdiction in which any successor to the Company or the Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by of principal of and premium, if any, interest and any other amounts on, or in respect of, the Company, including Securities of any successor thereto, on the Notes series shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) of Bermuda or any other jurisdiction (other than the United States) from or through in which the Company makes or the Guarantor is organized (oreach, as a result of the Company’s connection with such “taxing jurisdiction, is deemed to make”) a payment or delivery on the Notes, or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized therein, unless such taxes, fees, duties, assessments or otherwise considered governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a resident or doing business for tax purposes, taxing jurisdiction or any political subdivision or governmental taxing authority thereof or therein having the power to tax (each of clauses (i) and or (ii)) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a “Relevant Taxing Jurisdiction”holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof); to be made in respect of any payment . If a withholding or delivery under the Notesdeduction at source is required, the Company shall or the Guarantor shall, subject to certain limitations and exceptions set forth below, pay (together with to the Holder of any such payment or delivery) Security such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest or any other amount made to such payment or delivery by each beneficial owner of the Notes Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, shall equal not be less than the amount that would have been received provided for in respect of such payment or delivery in the absence of such withholding or deductionSecurity and this Indenture to be then due and payable; provided, however, that Additional Amounts the Company and the Guarantor shall not be payable only required to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence make payment of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tofor or on account of: (1a) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, fee, duty, assessment or governmental charge of whatever nature which would not have been so imposed but for the existence of any present or former connection between the beneficial owner fact that such Holder: (or between A) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant Taxing Jurisdiction) relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; payment under, such Security; (3B) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) presented such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing JurisdictionSecurity, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required, for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security, where presentation is required, more than 30 thirty (30) days after the relevant date on which the payment in respect of such Security first became due and payable or provided for, whichever is first made available for payment to the beneficial owner (later, except to the extent that the beneficial owner Holder would have been entitled to such Additional Amounts if it had the Note been presented during such 30 Security for payment on any day period)within such period of thirty (30) days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7c) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of such Security to comply with any reasonable request by the Company addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (d) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council any EU Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting meetings of 26-27 NovemberNovember 2000, 2000 3 June 2003 or any law implementing or complying with, or introduced in order to conform confirm to, such directive;EU Directive; or (8) e) any Taxes combination of items (a), (b), (c) and (d). In addition, the Company shall not be required to pay Additional Amounts if a payment on a Security is reduced as a result of any tax, assessment or other governmental charge that could have been avoided is imposed and withheld at source solely by the presentation (where presentation is required) reason of the relevant Note to another Paying Agent in Holder (1) being or having been a member state foreign private foundation or other foreign tax-exempt organization, (2) owning or having owned, actually or constructively, 10% or more of the European Union; and total combined voting power of all classes of shares of the Company entitled to vote, (93) wherebeing or having been a “controlled foreign corporation” with respect to which the Company is a “related person” within the meaning of the Internal Revenue Code of 1986, had as amended (the “Code”), (4) being or having been a bank receiving the interest pursuant to a loan agreement in the ordinary course of its trade or business or (e) any combination of items (a), (b), (c) and (d) above and (1), (2), (3), and (4) as contained herein. Further, neither the Company nor the Guarantor shall pay Additional Amounts with respect to any payment of principal of, or premium, if any, interest or any other amounts on, any such Security to any Holder who is a fiduciary, partnership, limited liability company, other fiscally transparent entity or other than the sole beneficial owner of such note to the Note been the holder of the Noteextent that such a partner, it member with respect to such a limited liability company or other fiscally transparent entity, or beneficiary or settler with respect to such fiduciary would not have been entitled to payment such additional amounts had it been the Holder of Additional Amounts by reason of the Security. Moreover, neither the Company nor the Guarantor shall provide any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld indemnification to the Relevant Taxing Jurisdiction extent that any fiduciary, partnership, limited liability company, other fiscally transparent entity or other than the sole beneficial owner of such note fails to withhold any amounts so required by any relevant taxing jurisdiction. Whenever in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing this Indenture there is mentioned, in any context, the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which or any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such datepremium, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, interest or any other amount payable amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or with respect to the Notes exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant to this Section 2.11 hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. thereof pursuant to such terms, and express mention of the payment of Additional Amounts (fif applicable) The obligations in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the related Board Resolution of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to a series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officers’ Certificate of the Company instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series without withholding at source for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 2.11 4.4. If any such withholding at source shall survive any terminationbe required, defeasance or discharge then such Officers’ Certificate shall specify by taxing jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities and the Indenture and shall apply mutatis mutandis Company agrees to any jurisdiction in which any successor pay to the Trustee or such Paying Agent the Additional Amounts required by this Section 4.4. The Company is organized covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any political subdivision or taxing authority or agency thereof or thereinof them in reliance on any officers’ Certificate furnished pursuant to this Section 4.4.

Additional Amounts. (a) All payments made by or on behalf of the CompanyCompany under or with respect to the Notes, including or by or on behalf of any successor theretoGuarantor under or with respect to any Note Guarantee, on the Notes shall are required to be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges of whatever nature charge (“including penalties, interest and other liabilities related thereto) (hereinafter referred to as "Taxes”") unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such jurisdictiongovernment of Canada, is deemed to make) a payment any province or delivery on the Notes, territory of Canada or any political subdivision or governmental any authority or agency therein or thereof or therein having the power to tax; or (ii) , or any other jurisdiction (other than the United States) in which the Company or any such Guarantor is organized or otherwise considered to be a resident or doing is carrying on business in for tax purposes, or is otherwise resident for tax purposes or any political subdivision jurisdiction from or governmental authority thereof or therein having through which payment is made (including the power to tax jurisdiction of any paying agent) (each of clauses (i) and (ii)each, a “"Relevant Taxing Jurisdiction”"), unless such Person is required to withhold or deduct Taxes by law or by the interpretation or administration thereof; provided that in the event that an amount is deemed by subsection 214(17) of the Income Tax Act (Canada) to have been paid at a time before such amount is actually paid, the Company will be deemed to be made required to withhold or deduct from the amount actually paid in Taxes which are required to be withheld or deducted in respect of such deemed payment. (b) If the Company or any Guarantor that is organized, or is otherwise carrying on business in, or is otherwise resident for tax purposes in a Relevant Taxing Jurisdiction (each such person, a "Payor") is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or delivery under with respect to the NotesNotes or a Note Guarantee, the Company shall such Payor will be required to pay (together with such payment or delivery) such additional amounts (the “"Additional Amounts”") as may be necessary in order that the net amounts received in respect of such payment or delivery by each beneficial owner of the Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, a Holder or beneficial owner of Notes (including Additional Amounts) after taking into account such withholding or deduction, equals deduction will not be less than the amount that such Holder or beneficial owner of Notes would have received if such Taxes (including Taxes withheld or deducted from any Additional Amounts) had not been received by the holder in the absence of a Change in Domicilewithheld or deducted; provided, furtherhowever, that no such the foregoing obligations to pay Additional Amounts shall be payable with respect to: do not apply (1) to any Taxes that would have been imposed absent on a Change in Domicile; payment to a Holder or beneficial owner of Notes (i) with which the applicable Payor does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of the payment or (ii) by virtue of all or any portion of such payment being deemed to be dividend paid to such Holder or beneficial owner pursuant to subsection 214(16) of the Income Tax Act (Canada); (2) in respect of a debt or other obligation to pay an amount to a person with whom the applicable Payor is not dealing at arm's length within the meaning of the Income Tax Act (Canada); (3) to any U.S. withholding tax with respect to payments by or on behalf of any Guarantor that is organized, otherwise carrying on business or otherwise resident for tax purposes, in the United States; (4) to any estate, inheritance, gift, sales, excise, transfer, personal property or similar Tax or (5) to any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) Notes and the Relevant Taxing Jurisdiction (including the beneficial owner including, for greater certainty and without limitation, being or having been a citizen or citizen, resident or national ofthereof, or carrying on being or having been present or engaged in a trade or business therein or maintaining a permanent establishment in, or being physically present in, other physical presence in or otherwise having some connection with the Relevant Taxing Jurisdiction) Jurisdiction (other than by a connection from the mere acquisition, ownership or holding of such Note or a beneficial interest therein or the enforcement of rights thereunder or the receipt of payments any payment in respect thereof; ); nor will Additional Amounts be paid (3a) any Taxes that would not if the payment could have been so imposed made without such deduction or withholding if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law beneficiary of the Relevant Taxing Jurisdiction as a precondition to exemption from payment had presented the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than within 30 days after the relevant date on which such payment or such Note became due and payable or the date on which payment thereof is first made available for payment to the beneficial owner duly provided for, whichever is later (except to the extent that the Holder or beneficial owner would have been entitled to Additional Amounts had the Note been presented during on the last day of such 30 30-day period); ; (5b) to the extent relating to Taxes imposed by reason of the Holder's or beneficial owner's failure to comply with any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6) any estatecertification, inheritancedocumentation, gift, sale, transfer, personal property or similar tax, assessment information or other governmental charge; (7) any withholding evidentiary requirement concerning such Holder's or deduction imposed on a payment to an individual that beneficial owner's nationality, residence, identity or connection with the Relevant Taxing Jurisdiction or arm's length relationship with the Payor if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying withexemption from, or introduced a reduction in order to conform tothe rate of deduction or withholding of, such directive; Taxes to which such Holder or beneficial owner is entitled; (8) c) to the extent relating to any Taxes that could tax assessment, governmental charge or other Tax which would have been avoided by such Holder by presenting the presentation relevant Note (where if presentation is required); or (d) of to the relevant Note extent relating to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts by reason any combination of any of the above clauses (1) to (8) inclusive any such Tax in respect of this Section 2.11(bwhich Additional Amounts are payable, an "Indemnified Tax"). (c) The Company applicable Payor shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Upon request, the Company shall use all reasonable efforts to obtain certified copies of tax provide the Trustee with official receipts or other documentation evidencing the payment of any the Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies with respect to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agentwhich Additional Amounts are paid. (d) At If a Payor is or will become obligated to pay Additional Amounts under or with respect to any payment made on the Notes or a Note Guarantee, at least 30 days prior to each the date on which any of such payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall Payor will deliver to the Trustee an Officer’s 's Certificate stating the fact that such Additional Amounts shall will be payable, payable and the amounts amount so payable and shall set forth such other information necessary to enable the Trustee Paying Agent to pay such Additional Amounts to Holders of Notes holders on the relevant payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References Whenever in this Indenture or the Notes to there is mentioned in any context: (1) the payment of principal, ; (2) redemption prices or purchase prices in connection with a redemption or purchase of Notes, ; (3) interest, ; or (4) any other amount payable on or with respect to any of the Notes or any Note Guarantee, such reference shall be deemed to include payment of Additional Amounts pursuant to as described under this Section 2.11 2.13 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The Company and the Guarantors shall indemnify, defend and hold harmless the Trustee and each Holder of the Notes for the amount of any Indemnified Taxes (including, for greater certainty, taxes payable pursuant to Regulation 803 of the Income Tax Regulations (Canada)) levied or imposed and paid by the Trustee or Holder as a result of payments made under or with respect to the Notes or any Note Guarantee, including any reimbursements under this clause 2.13(f). (g) The Company and the Guarantors shall pay any present or future stamp, issue, registration, court or documentary taxes or any other excise, property or similar Taxes, charges or levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Note Guarantees, this Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect to the Notes or any Note Guarantees and the Company and the Guarantors shall indemnify the Trustee and the Holders of Notes for any such amounts (including penalties, interest and other liabilities related thereto) paid by such Holders. (h) The obligations provided for in described under this Section 2.11 shall heading will survive any termination, defeasance or discharge of the Indenture and shall apply any transfer by an applicable holder or beneficial owner of its Notes to another applicable holder, and will apply, mutatis mutandis mutandis, to any jurisdiction in which any successor to the Company is organized incorporated, engaged in business for tax purposes or resident for tax purposes, or any jurisdiction from or through which such successor makes any payment on the Notes or the Notes Guarantee and, in each case, any department or political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments and deliveries made by by, or on behalf of, the CompanyCompany or any Successor Company under or with respect to the Notes, including including, but not limited to, payments of principal (including, if applicable, the Fundamental Change Repurchase Price or the Redemption Price), payments of interest and deliveries of Ordinary Shares or cash or other Reference Property (together with payment of cash in lieu of any successor theretofractional Ordinary Shares) upon conversion, on the Notes shall will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (all, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) within any jurisdiction in which the Company or any Successor Company is, for tax purposes, organized or resident or doing business (other than the United Statesa “Taxing Jurisdiction”) from or through which the Company makes payment is made or deemed made (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or therein) (ii) any other jurisdiction (other than the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposestogether with each Taxing Jurisdiction, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i) and (ii)each, as applicable, a “Relevant Taxing Jurisdiction”); to be made in respect , unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any payment such withholding or delivery under the Notesdeduction is so required, the Company shall or any Successor Company will pay (together with such payment or delivery) to the Holder of each Note such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payment or delivery by each beneficial owner of the Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so ensure that the net amount received by the holder, beneficial owner after taking into account such withholding or deduction, equals deduction (and after deducting any taxes on the amount Additional Amounts) will equal the amounts that would have been received by the holder in the absence of a Change in Domicilesuch beneficial owner had no such withholding or deduction been required; provided, further, provided that no such Additional Amounts shall will be payable with respect tofor or on account of: (1i) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes Tax that would not have been so imposed but for for: (A) 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 beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) such Note and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national ofJurisdiction, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or merely holding of such Note or enforcement of rights thereunder or the receipt of payments thereunder, including, without limitation, such Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Taxing Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in respect thereofa trade or business therein or having or having had a permanent establishment therein; (3B) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses presentation of such Holders of Notes as they appear Note (in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where cases in which presentation is permitted or required) more than 30 days after the relevant later of the date on which the payment is first made available for of the principal of (including the Fundamental Change Repurchase Price or the Redemption Price, in each case, if applicable) and interest on, such Note or the delivery of Ordinary Shares or cash or other Reference Property (together with payment of cash in lieu of any fractional Ordinary Shares) upon conversion of such Note became due and payable pursuant to the terms thereof or was made or duly provided for; or (C) the failure of the Holder or beneficial owner (except to comply with a timely request from the Company or any successor of the Company, addressed to the Holder, to provide certification, information, documents or other evidence concerning such ▇▇▇▇▇▇’s or beneficial owner’s nationality, residence, identity or connection with the Relevant Taxing Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the beneficial owner Relevant Taxing Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been entitled payable to Additional Amounts had the Note been presented during such 30 day period)Holder or beneficial owner; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6ii) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental chargeTax; (7iii) any Tax that is payable otherwise than by withholding from payments under or deduction with respect to the Notes; (iv) any Taxes imposed on or with respect to any payment by the Company to the Holder if the Holder is a fiduciary, partnership or person other than the sole beneficial owner of that payment to an individual the extent that is such payment would be required to be made pursuant to European Council Directive 2003/48/ EC on included in the taxation of savings or any other directive implementing income under the conclusions laws of the ECOFIN Council meeting Relevant Taxing Jurisdiction, for tax purposes, of 26-27 Novembera beneficiary or settlor with respect to the fiduciary, 2000 a partner or any law implementing member of that partnership or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it who would not have been entitled to payment of such Additional Amounts by reason had that beneficiary, settlor, partner, member or beneficial owner been the Holder thereof; or (v) any combination of any of Taxes referred to in the preceding clauses (1i), (ii), (iii) to or (8) inclusive of this Section 2.11(biv). (cb) The If the Company shall (i) or any Successor Company is required to make any required deduction or withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of from any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such dateNotes, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to or such payment, the Successor Company shall deliver to the Trustee an Officer’s Certificate stating official tax receipts evidencing the fact that such Additional Amounts shall be payable, remittance to the relevant tax authorities of the amounts so payable and shall set forth withheld or deducted or if, notwithstanding the Company’s or such Successor Company’s efforts to obtain receipts, receipts are not obtained, other information necessary evidence of payments (reasonably satisfactory to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon Trustee) by the Trustee until receipt of a further Officer’s Certificate addressing Company or such mattersSuccessor Company. (ec) References Any reference in this Indenture or the Notes in any context to the delivery of Ordinary Shares or cash or other Reference Property (together with payments of cash in lieu of any fractional Ordinary Shares) upon conversion of the Notes or the payment of principalprincipal of (including the Fundamental Change Repurchase Price or the Redemption Price, purchase prices in connection with a purchase of Noteseach case, interestif applicable) and interest on, any Note or any other amount payable on or with respect to the Notes such Note, shall be deemed to include payment of Additional Amounts pursuant to provided for in this Section 2.11 4.10 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (fd) The foregoing obligations provided for in this Section 2.11 shall survive any termination, defeasance termination or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or thereinthis Indenture.

Additional Amounts. (a) All payments made by that the Company, including any successor thereto, on Issuers make under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for, for or on account of, of any present or future taxestax, dutiesduty, assessments levy, impost, assessment or other governmental charges charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied on such payments by or on behalf of: (i) of any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority state thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United StatesDistrict of Columbia) in which Company any Issuer or Guarantor is organized or otherwise considered to be a organized, resident or doing business for tax purposespurposes or from or through which any of the foregoing (or its agents, including the Paying Agent) makes any payment on this Note or by or within any department, political subdivision or governmental authority thereof of or therein in any of the foregoing having the power to tax (each of clauses (i) and (ii)each, a “Relevant Taxing Jurisdiction”); , unless such Issuer or Guarantor or other applicable withholding agent, as the case may be, is required to be made in respect withhold or deduct Taxes by law or by the interpretation or administration of law. If either Issuer, Guarantor or other applicable withholding agent is required to withhold or deduct any amount for or on account of Taxes imposed or levied on behalf of a Relevant Taxing Jurisdiction from any payment made under or delivery under with respect to this Note or any Guarantee, such Issuer or Guarantor, as the Notescase may be, the Company shall pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be necessary in order to ensure that the net amounts amount received in respect of such payment or delivery by each beneficial owner of the Notes Notes, after such withholding or deduction (including any such withholding or deduction or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that any Additional Amounts shall Amounts) will not be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals less than the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect to: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that would not have been so imposed but for the existence of any present or former connection between the beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing received if such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agenthad not been withheld or deducted. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to the Notes shall be deemed to include payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by the Companyof principal of and premium, if any, interest (including any successor theretoAdditional Interest) and any other amounts on, on or in respect of, the Notes Debentures shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) of Bermuda or any other jurisdiction (other than the United States) from or through in which the Company makes is organized (oreach, as a result of the Company’s connection with such "taxing jurisdiction, is deemed to make") a payment or delivery on the Notes, or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized therein, unless such taxes, fees, duties, assessments or otherwise considered governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a resident or doing business for tax purposes, taxing jurisdiction or any political subdivision or governmental taxing authority thereof or therein having the power to tax (each of clauses (i) and or (ii)) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a “Relevant Taxing Jurisdiction”holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof); to be made in respect of any payment . If a withholding or delivery under the Notesdeduction at source is required, the Company shall shall, subject to certain limitations and exceptions set forth below, pay (together with to the holder of any such payment or delivery) Debenture such additional amounts (the “"Additional Amounts”") as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest (including any Additional Interest) or any other amount made to such payment or delivery by each beneficial owner of the Notes holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, shall equal not be less than the amount that would have been received provided for in respect of such payment or delivery in the absence of such withholding or deductionDebenture and this Indenture to be then due and payable; provided, however, that Additional Amounts the Company shall not be payable only required to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence make payment of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tofor or on account of: (1a) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, fee, duty, assessment or governmental charge of whatever nature which would not have been so imposed but for the existence of any present or former connection between the beneficial owner fact that such holder: (or between A) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant Taxing Jurisdiction) relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; payment under, such Debenture; (3B) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) presented such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing JurisdictionDebenture, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required, for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Debenture could not have been presented for payment elsewhere; or (C) presented such Debenture, where presentation is required, more than 30 thirty (30) days after the relevant date on which the payment in respect of such Debenture first became due and payable or provided for, whichever is first made available for payment to the beneficial owner (later, except to the extent that the beneficial owner holder would have been entitled to such Additional Amounts if it had the Note been presented during such 30 Debenture for payment on any day period)within such period of thirty (30) days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7c) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder or the beneficial owner of such Debenture to comply with any reasonable request by the Company addressed to the holder within ninety (90) days of such request (A) to provide information concerning the nationality, residence or identity of the holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (d) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council any EU Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting meetings of 26-27 NovemberNovember 2000, 2000 3 June 2003 or any law implementing or complying with, or introduced in order to conform confirm to, such directive;EU Directive; or (8) e) any Taxes that could have been avoided combination of items (a), (b), (c) and (d); nor shall Additional Amounts be paid with respect to any payment of the principal of, or premium, if any, interest or any other amounts on, any such Debenture to any holder who is a fiduciary or partnership or other than the sole beneficial owner of such Debenture to the extent such payment would be required by the presentation (where presentation is required) laws of the relevant Note taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to another Paying Agent be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member state of the European Union; and (9) where, had the such partnership or a beneficial owner of the Note been the holder of the Note, it who would not have been entitled to payment of such Additional Amounts by reason had it been the holder of the Debenture. Whenever in this Indenture there is mentioned, in any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing context, the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and or any premium, interest (yincluding Additional Interest) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on amounts on, or with in respect to the Notes of, any Debenture, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such Debenture established hereby or pursuant to this Section 2.11 hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any terminationthereof pursuant to such terms, defeasance or discharge and express mention of the Indenture and payment of Additional Amounts (if applicable) in any provision hereof shall apply mutatis mutandis to any jurisdiction not be construed as excluding the payment of Additional Amounts in which any successor to the Company those provisions hereof where such express mention is organized or any political subdivision or taxing authority or agency thereof or thereinnot made.

Additional Amounts. (a) All payments made by the Companyof principal, including any successor theretopremium, on the Notes shall if any, and interest with respect to this Note will be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments assessments, or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i) and (ii), a “Relevant Taxing Jurisdiction”); to be made in respect of any payment or delivery under the Notes, the Company shall pay (together with such payment or delivery) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payment or delivery by each beneficial owner of the Notes after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), shall equal the amount that would have been received in respect of such payment or delivery in the absence of such withholding or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect to: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that would not have been so imposed but for the existence of any present or former connection between the beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, or any other amount payable on or with respect to the Notes shall be deemed to include payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The obligations provided for in this Section 2.11 shall survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized States or any political subdivision or taxing authority or agency thereof or therein, except to the extent such withholding or deduction is required by (i) the laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation, or enforcement of any such laws, regulations, or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in the United States or any political subdivision thereof). If so specified in the Pricing Supplement, if a withholding or deduction at source is required, the Bank will, subject to the exceptions and limitations set forth below, pay to the beneficial owner of this Note that is a “non-U.S. person” (as defined below) additional amounts (“Additional Amounts”) to ensure that every net payment on this Note will not be less, due to the payment of U.S. withholding tax, than the amount then otherwise due and payable. For this purpose, a “net payment” on this Note means a payment by the Issuer or any Paying Agent, including payment of principal and interest, after deduction for any present or future tax, assessment, or other governmental charge of the United States (other than a territory or possession). These Additional Amounts will constitute additional interest on this Note. For this purpose, “U.S. withholding tax” means a withholding tax of the United States, other than a territory or possession. However, notwithstanding the Issuer’s obligation, if so specified in the Pricing Supplement, to pay Additional Amounts, the Issuer will not be required to pay Additional Amounts in any of the circumstances described in items (1) through (13) below, unless specified otherwise in the Pricing Supplement.

Additional Amounts. (a) All payments made by of principal of and premium, if any, interest and any other amounts on, or in respect of, the Company, including Securities of any successor thereto, on the Notes series shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) of Bermuda or any other jurisdiction (other than the United States) from or through in which the Company makes is organized (oreach, as a result of the Company’s connection with such "taxing jurisdiction, is deemed to make") a payment or delivery on the Notes, or any political subdivision or governmental taxing authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized therein, unless such taxes, fees, duties, assessments or otherwise considered governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a resident or doing business for tax purposes, taxing jurisdiction or any political subdivision or governmental taxing authority thereof or therein having the power to tax (each of clauses (i) and or (ii)) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a “Relevant Taxing Jurisdiction”holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof); to be made in respect of any payment . If a withholding or delivery under the Notesdeduction at source is required, the Company shall shall, subject to certain limitations and exceptions set forth below, pay (together with to the Holder of any such payment or delivery) Security such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest or any other amount made to such payment or delivery by each beneficial owner of the Notes Holder, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)deduction, shall equal not be less than the amount that would have been received provided for in respect of such payment or delivery in the absence of such withholding or deductionSecurity and this Indenture to be then due and payable; provided, however, that Additional Amounts the Company shall not be payable only required to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence make payment of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tofor or on account of: (1a) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, fee, duty, assessment or governmental charge of whatever nature which would not have been so imposed but for the existence of any present or former connection between the beneficial owner fact that such Holder: (or between A) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant Taxing Jurisdiction) relevant taxing jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; payment under, such Security; (3B) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) presented such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing JurisdictionSecurity, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required, for payment in the relevant taxing jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security, where presentation is required, more than 30 thirty (30) days after the relevant date on which the payment in respect of such Security first became due and payable or provided for, whichever is first made available for payment to the beneficial owner (later, except to the extent that the beneficial owner Holder would have been entitled to such Additional Amounts if it had the Note been presented during such 30 Security for payment on any day period)within such period of thirty (30) days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7c) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of such Security to comply with any reasonable request by the Company addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant taxing jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (d) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council any EU Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting meetings of 26-27 NovemberNovember 2000, 2000 3 June 2003 or any law implementing or complying with, or introduced in order to conform confirm to, such directive;EU Directive; or (8) e) any Taxes that could have been avoided combination of items (a), (b), (c) and (d); nor shall Additional Amounts be paid with respect to any payment of the principal of, or premium, if any, interest or any other amounts on, any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the presentation (where presentation is required) laws of the relevant Note taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to another Paying Agent be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member state of the European Union; and (9) where, had the such partnership or a beneficial owner of the Note been the holder of the Note, it who would not have been entitled to payment of such Additional Amounts by reason had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing context, the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which or any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such datepremium, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, interest or any other amount payable amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or with respect to the Notes exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant to this Section 2.11 hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. thereof pursuant to such terms, and express mention of the payment of Additional Amounts (fif applicable) The obligations in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the related Board Resolution of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to a series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 2.11 4.4. If any such withholding shall survive any terminationbe required, defeasance or discharge then such Officer's Certificate shall specify by taxing jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities and the Indenture and shall apply mutatis mutandis Company agrees to any jurisdiction in which any successor pay to the Trustee or such Paying Agent the Additional Amounts required by this Section 4.4. The Company is organized covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any political subdivision or taxing authority or agency thereof or thereinof them in reliance on any Officer's Certificate furnished pursuant to this Section 4.4.

Additional Amounts. (a) All payments made by The Company will pay the Company, including any successor thereto, on the Notes shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation holder of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from or through which the Company makes (or, as a result of the Company’s connection with Securities such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clauses (i) and (ii), a “Relevant Taxing Jurisdiction”); to be made in respect of any payment or delivery under the Notes, the Company shall pay (together with such payment or delivery) such additional amounts (the “"Additional Amounts”") or deliver additional Ordinary Shares, as the case may be, as may be necessary in order that the every net amounts received payment of a Payable Amount, together with accrued and unpaid interest, if any, in respect of such payment or delivery any Security by each beneficial owner of the Notes Company, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts)for or on account of any present or future tax, shall equal the amount that would have been received in respect assessment or other governmental charge imposed upon or as a result of such payment by the Cayman Islands, Hong Kong or delivery the People's Republic of China or any political subdivision or taxing authority thereof or therein ("Taxes") will not be less than the amount provided for in the absence of such withholding or deductionSecurity to be then due and payable; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect to: (1) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that would not have been so imposed but for the existence of any present or former connection between the beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided by the presentation (where presentation is required) of the relevant Note to another Paying Agent in a member state of the European Union; and (9) where, had the beneficial owner of the Note been the holder of the Note, it would not have been entitled to payment of Additional Amounts by reason of any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such foregoing obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts will not apply with respect to any Security presented for payment by, or on behalf of, a holder who is liable to such paymenttaxes or duties in respect of such Security by reason of his having some connection with the Cayman Islands, Hong Kong or the Company shall deliver to People's Republic of China or any political subdivision or any authority thereof or therein, other than the Trustee an Officer’s Certificate stating the fact that mere holding of such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment dateSecurity. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References Whenever in this Indenture or the Notes to there is mentioned, in any context, the payment of principalany Payable Amount, purchase prices in connection with a purchase of Notes, interestrespect of, or interest on, any other amount payable on or with respect to the Notes Security, such mention shall be deemed to include mention of the payment of Additional Amounts pursuant to provided for in this Section 2.11 to the extent that, in such context, Additional Amounts additional amounts are, were or would be payable in respect thereof. (f) The obligations provided for in thereof pursuant to the provisions of this Section 2.11 shall survive any termination, defeasance or discharge and express mention of the Indenture and payment of Additional Amounts (if applicable) in any provisions hereof shall apply mutatis mutandis to any jurisdiction not be construed as excluding Additional Amounts in which any successor to the Company those provisions hereto where such express mention is organized or any political subdivision or taxing authority or agency thereof or thereinnot made.

Additional Amounts. (a) All The Issuer will make all payments made by the Companyof principal of and premium, including if any, interest and any successor theretoother amounts on, on or in respect of, the Notes shall be made without withholding or deduction for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from of Bermuda or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which Company the Issuer is organized or otherwise considered to be a resident or doing business for tax purposes, purposes or any political subdivision or governmental taxing authority thereof or therein having or any jurisdiction from or through which payment on the power to tax Notes is made (each of clauses (i) and (ii)each, a “Relevant Taxing Jurisdiction”); , unless such taxes, fees, duties, assessments or governmental charges are required to be made in respect withheld or deducted by (x) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (y) an official position regarding the application, administration, interpretation or enforcement of any payment such laws, regulations or delivery under the Notesrulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof) (“Law”). If a withholding or deduction is required by Law in a Taxing Jurisdiction, the Company shall Issuer will, subject to certain limitations and exceptions described below, pay (together with such payment or delivery) to the holder and beneficial owner of the Note such additional amounts (the “Additional Amounts”) as may be necessary in order so that every net payment of principal, premium, if any, interest or any other amount made to such holder and beneficial owner, after the net amounts received in respect of such payment or delivery by each beneficial owner of the Notes after such withholding or deduction (including any such withholding or deduction or withholding from such Additional Amountsadditional amounts), shall equal will not be less than the amount that would have been received provided for in respect of such payment Note or delivery in the absence of such withholding Senior Indenture to be then due and payable. The Issuer will not be required to pay any additional amounts for or deduction; provided, however, that Additional Amounts shall be payable only to the extent necessary so that the net amount received by the holder, after taking into on account such withholding or deduction, equals the amount that would have been received by the holder in the absence of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect toof: (1) any Taxes tax, fee, duty, assessment or governmental charge of whatever nature that would not have been imposed but for the fact that such holder (a) was a resident, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant Taxing Jurisdiction or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, or enforcing rights under, such Note, (b) presented, where presentation is required, such Note for payment in the relevant Taxing Jurisdiction if such payment could have been made without such tax, fee, duty, assessment or government charge by presenting such Note for payment elsewhere, or (c) presented, where presentation is required, such debt security for payment more than 30 days after the date on which the payment in respect of such Note became due and payable or provided for, whichever is later, except to the extent that the holder would have been imposed absent a Change in Domicileentitled to such additional amounts if it had presented such Note for payment on any day within that 30-day period; (2) any Taxes that would not have been so imposed but for the existence tax, fee, duty, assessment or governmental charge of any present or former connection between the beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) whatever nature payable other than by the mere ownership or holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the beneficial owner (except to the extent that the beneficial owner would have been entitled to Additional Amounts had the Note been presented during such 30 day period); (5) any Taxes that are payable otherwise than by withholding from a payment payments of principal of and premium, if any, interest and any other amounts on, or delivery on in respect of, the Notes; (63) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (74) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder or the beneficial owner of such Note to comply with any reasonable written request by the Issuer addressed to the holder or beneficial owner within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder or the beneficial owner or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which in each case is required or imposed by Law of the relevant Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (5) any withholding or deduction imposed on a payment to an individual that is required to be made or in respect of any Notes pursuant to European Council Directive 2003/48/ EC on Sections 1471 through 1474 of the taxation U.S. Internal Revenue Code of savings 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof or intergovernmental agreements in connection therewith, and any agreements entered into pursuant to Section 1471(b)(1) of the Code; or (6) any combination of items (1), (2), (3), (4) and (5). In addition, the Issuer will not pay additional amounts with respect to any payment of principal of, or premium, if any, interest or any other directive implementing amounts on, any such Note to any holder who is a fiduciary or partnership or other than the conclusions sole beneficial owner of the ECOFIN Council meeting of 26-27 November, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (8) any Taxes that could have been avoided Note if such payment would be required by the presentation (where presentation is required) Laws of the relevant Note Taxing Jurisdiction to another Paying Agent be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member state of the European Union; and (9) where, had the such partnership or a beneficial owner of to the Note been the holder of the Noteextent such beneficiary, it partner or settlor would not have been entitled to payment such additional amounts had it been the holder of Additional Amounts by reason of any of clauses the Notes. In order to comply with applicable tax laws (1) to (8) inclusive of rules, regulations and interpretations promulgated by competent authorities) related to this Section 2.11(b). Supplemental Indenture in effect from time to time (c“Applicable Law”) The Company shall that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) make to provide to the Trustee sufficient information about the parties and/or transactions (including any required withholding or deduction modification to the terms of such transactions) so the Trustee can determine whether it has tax-related obligations under Applicable Law and (ii) remit that the full amount deducted Trustee shall be entitled to make any withholding or withheld deduction from payments to the Relevant Taxing Jurisdiction in accordance extent necessary to comply with applicable lawApplicable Law for which the Trustee shall not have any liability. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing Issuer will pay any present or future stamp, court or documentary taxes or other similar taxes, charges or levies that arise in any taxing jurisdiction (as defined above) from the payment of any Taxes so deducted execution, delivery, enforcement or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount registration of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interestSenior Indenture, or any other amount payable on document or with respect instrument required in relation thereof, and the Issuer will agree to indemnify the Notes shall be deemed to include payment of Additional Amounts pursuant to this Section 2.11 to the extent that, in holders and beneficial owners for any such context, Additional Amounts are, were or would be payable in respect thereof. (f) taxes paid by such holders and beneficial owners. The obligations provided for in described under this Section 2.11 shall heading will survive any termination, defeasance or discharge of the Senior Indenture and shall will apply mutatis mutandis to any jurisdiction in which any successor person to the Company Issuer is organized or any political subdivision or taxing authority or agency thereof or therein.

Additional Amounts. (a) All payments made by of principal of and premium, if any, interest and any other amounts on, or in respect of, the Company, including Securities of any successor thereto, on the Notes series shall be made without withholding or deduction at source for, or on account of, any present or future taxes, fees, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. (b) If, pursuant to Section 2.10, as a result of or following a merger or consolidation of the Company with, or a sale by the Company of all or substantially all of its assets to, an entity that is organized under the laws of a jurisdiction outside of the United States (a “Change in Domicile”), any deduction or withholding is at any time required for, or on account of, any Taxes imposed or levied by or on behalf of: (i) any jurisdiction (other than the United States) from of Bermuda or through which the Company makes (or, as a result of the Company’s connection with such jurisdiction, is deemed to make) a payment or delivery on the Notes, or any political subdivision or governmental authority thereof or therein having the power to tax; or (ii) any other jurisdiction (other than the United States) in which the Company is organized or otherwise considered to be a resident or doing business for tax purposes, or any other jurisdiction from which or through which a payment on the Securities is made by the Company (each, a "Taxing Jurisdiction") or any political subdivision or taxing authority thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (i) the laws (or any regulations or ruling promulgated thereunder) of a Taxing Jurisdiction or any political subdivision or taxing authority thereof or therein having the power to tax (each of clauses (i) and or (ii)) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a “Relevant holding by a court of competent jurisdiction or by a taxing authority in a Taxing Jurisdiction”Jurisdiction or any political subdivision thereof); to be made in respect of any payment . If a withholding or delivery under the Notesdeduction at source is required, the Company shall shall, subject to certain limitations and exceptions set forth below, pay (together with to the Holder of any such payment or delivery) Security such additional amounts (the “Additional Amounts”) Amounts as may be necessary in order so that the every net amounts received in respect payment of principal, premium, if any, interest or any other amount made to such payment or delivery by each beneficial owner of the Notes Holder, after such withholding or deduction (including any such withholding or deduction or withholding from such Additional Amountsadditional amounts), shall equal not be less than the amount that would have been received provided for in respect of such payment or delivery in the absence of such withholding or deductionSecurity and this Indenture to be then due and payable; provided, however, that Additional Amounts the Company shall not be payable only required to the extent necessary so that the net amount received by the holder, after taking into account such withholding or deduction, equals the amount that would have been received by the holder in the absence make payment of a Change in Domicile; provided, further, that no such Additional Amounts shall be payable with respect tofor or on account of: (1a) any Taxes that would have been imposed absent a Change in Domicile; (2) any Taxes that tax, fee, duty, assessment or governmental charge of whatever nature which would not have been so imposed but for the existence of any present or former connection between the beneficial owner fact that such Holder: (or between A) was a fiduciaryresident, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant beneficial owner, if the relevant beneficial owner is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including the beneficial owner being a citizen or resident domiciliary or national of, or carrying on a engaged in business or maintaining maintained a permanent establishment in, or being was physically present in, the Relevant relevant Taxing Jurisdiction) Jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant Taxing Jurisdiction other than by reason of the mere ownership of, or holding receipt of such Note payment under, or enforcement of rights thereunder or the receipt of payments in respect thereof; (3) any Taxes that would not have been so imposed if the beneficial owner had made a declaration of non-residence or any other claim or filing for exemption to which it is entitled (provided that (x) such declaration of non-residence or other claim or filing for exemption is required by the applicable law of the Relevant Taxing Jurisdiction as a precondition to exemption from the requirement to deduct or withhold such Taxes and (y) at least 30 days prior to the first payment date with respect to which to, such declaration of non-residence or other claim or filing for exemption is required under the applicable law of the Relevant Taxing JurisdictionSecurity; (B) presented such Security, the relevant beneficial owner at that time has been notified by mail to the addresses of such Holders of Notes as they appear in the Register by the Company or any other person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption is required to be made); (4) any Note presented for payment (where presentation is required, for payment in the relevant Taxing Jurisdiction or any political subdivision thereof, unless such Security could not have been presented for payment elsewhere; or (C) presented such Security, where presentation is required, more than 30 thirty (30) days after the relevant date on which the payment in respect of such Security first became due and payable or provided for, whichever is first made available for payment to the beneficial owner (later, except to the extent that the beneficial owner Holder would have been entitled to such Additional Amounts if it had the Note been presented during such 30 Security for payment on any day period)within such period of thirty (30) days; (5) any Taxes that are payable otherwise than by withholding from a payment or delivery on the Notes; (6b) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (7c) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or the beneficial owner of such Security to comply with any reasonable request by the Company addressed to the Holder within 90 days of such request (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the relevant Taxing Jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, assessment or other governmental charge; (d) any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to European Council any EU Directive 2003/48/ EC on the taxation of savings or any other directive implementing the conclusions of the ECOFIN Council meeting meetings of 26-27 NovemberNovember 2000, 2000 3 June 2003 or any law implementing or complying with, or introduced in order to conform confirm to, such directive;EU Directive; or (8) e) any Taxes that could have been avoided combination of items (a), (b), (c) and (d); nor shall Additional Amounts be paid with respect to any payment of the principal of, or premium, if any, interest or any other amounts on, any such Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security to the extent such payment would be required by the presentation (where presentation is required) laws of the relevant Note Taxing Jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to another Paying Agent be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary or a member state of the European Union; and (9) where, had the such partnership or a beneficial owner of the Note been the holder of the Note, it who would not have been entitled to payment of such Additional Amounts by reason had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any of clauses (1) to (8) inclusive of this Section 2.11(b). (c) The Company shall (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Company shall use all reasonable efforts to obtain certified copies of tax receipts evidencing context, the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes and shall provide such certified copies to each holder. The Company shall attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of Notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the Notes. Copies of such documentation shall be available for inspection during ordinary business hours at the office of the Trustee by the Holders of Notes upon request and shall be made available at the offices of the Paying Agent. (d) At least 30 days prior to each date on which or any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such datepremium, in which case it shall be promptly thereafter), if the Company shall be obligated to pay Additional Amounts with respect to such payment, the Company shall deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts shall be payable, the amounts so payable and shall set forth such other information necessary to enable the Trustee to pay such Additional Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate may be conclusively relied upon by the Trustee until receipt of a further Officer’s Certificate addressing such matters. (e) References in this Indenture or the Notes to the payment of principal, purchase prices in connection with a purchase of Notes, interest, interest or any other amount payable amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or with respect to the Notes exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant to this Section 2.11 hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. thereof pursuant to such terms, and express mention of the payment of Additional Amounts (fif applicable) The obligations in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention is not made. Except as otherwise provided in or pursuant to this Indenture or the related Board Resolution of the applicable series, at least 10 days prior to the first Interest Payment Date with respect to a series of Securities (or if the Securities of such series shall not bear interest prior to Maturity, the first day on which a payment of principal is made), and at least 10 days prior to each date of payment of principal or interest if there has been any change with respect to the matters set forth in the below-mentioned Officer's Certificate, the Company shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if other than the Trustee, an Officer's Certificate instructing the Trustee and such Paying Agent or Paying Agents whether such payment of principal of and premium, if any, interest or any other amounts on the Securities of such series shall be made to Holders of Securities of such series without withholding for or on account of any tax, fee, duty, assessment or other governmental charge described in this Section 2.11 4.4. If any such withholding shall be required, then such Officer's Certificate shall specify by Taxing Jurisdiction the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by this Section 4.4. The Company covenants to indemnify the Trustee and any Paying Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officer's Certificate furnished pursuant to this Section 4.4. The Company will make any required withholding or deduction and remit the full amount deducted or withheld to the relevant Taxing Jurisdiction in accordance with applicable law. The Company will furnish to the Holders, within 60 days after the date the payment of any taxes so deducted or withheld is due pursuant to applicable law, either certified copies of tax receipts evidencing such payment by the Company or, if such receipts are not obtainable, other evidence of such payments by the Company reasonably satisfactory to the Holders. The Company shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any Taxing Jurisdiction from the execution, delivery, or registration of any Security or any other document or instrument relating to the issuance thereof or the receipt of any payments with respect to the Securities. The Company shall indemnify and make whole the Holders of Securities for any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies payable by the Company as provided in this Section 4.4 that are paid by such Holders. The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and shall will apply mutatis mutandis to any jurisdiction in which any successor to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.