Common use of Payment of Additional Amounts Clause in Contracts

Payment of Additional Amounts. (a) The Company shall pay any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instances: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levy, impost or charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation 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 (8) any combination of the instances described in the preceding clauses. (b) With respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder who is a fiduciary or partnership or other than the sole beneficial owner of the Security to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of the Security.

Payment of Additional Amounts. (a) The Company shall pay Issuer will make all payments of principal of and premium, if any, interest and any other amounts due with on, or in respect to of, the Securities and the Guarantors will pay without withholding or deduction at source for, or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesfees, imposts and duties, assessments or governmental charges (a “withholding tax”) of whatever nature imposed or levied by or for the account on behalf of the Cayman Islands, Switzerland Bermuda or any other jurisdiction in which either the Company or Issuer is organized (a Guarantor is a resident for tax purposes “taxing jurisdiction”) or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”)thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be 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 such laws, regulations or rulings (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). If a withholding or deduction at source is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, Issuer will, subject to certain limitations and exceptions described below, pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a any Security with any relevant administrative requirements), pay additional amounts (the “such Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, Amounts as may be necessary so that the every net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amountpayment of principal, redemption price and interest (premium, if any), on interest or any other amount made to such Holder, after the Securitieswithholding or deduction, will not be less than the amount provided for in such Security or in the indenture to be then due and payable. However, neither the Company nor any Guarantor The Issuer will not be required to pay any Additional Amounts in the following instancesfor or on account of: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyfee, impost duty, assessment or governmental charge of whatever nature which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certificationfact that such Holder (a) was a resident, informationdomiciliary or national of, documentation or other reporting requirements concerning engaged in business or maintained a permanent establishment or was physically present in, the nationality, residence, identity relevant taxing jurisdiction or connections any political subdivision thereof or otherwise had some connection with the relevant tax authority taxing jurisdiction other than by reason of the holder mere ownership of, or beneficial owner receipt of the payment under, such Security, (b) presented, where presentation is required, such Security 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, where presentation is required, such Security for payment more than 30 days after the date on which the payment in respect of such Security became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts if this compliance is required by statute or by regulation as a precondition to relief or exemption from it had presented such withholding taxSecurity for payment on any day within that 30-day period; (5ii) to the extent a holder of a Security is entitled to a refund any estate, inheritance, gift, sale, transfer, personal property or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdictionsimilar tax, assessment or other governmental charge; (6iii) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with any reasonable request by us addressed to the holder within 90 days of such request (a) to provide information concerning the nationality, residence or identity of the holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, which 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, fee, duty, assessment or other governmental charge; (iv) any withholding or deduction required to be made pursuant to Sections 1471 through 1474 EU Council Directive 2003/48/EC of 3 June 2003 on the Code, as taxation of savings income in the date hereof form of interest payments (or any amended or successor versionthe “EU Directive”), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal law implementing or regulatory legislationcomplying with, rules or practices adopted pursuant introduced in order to any intergovernmental agreement entered into in connection with the implementation of conform to such Sections of the CodeEU Directive; or (8) v) any combination of items (i), (ii), (iii) and (iv). In addition, the instances described in the preceding clauses. (b) With respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also Issuer will not pay any Additional Amounts with respect to any holder payment of principal of, or premium, if any, interest or any other amounts on, any such note to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by the Security laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the extent that income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereofto the extent such beneficiary, partner or settlor would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the holder Holder of the Security.

Payment of Additional Amounts. (a) The Company shall pay any amounts due with 10.7.1 All payments in respect to of the Securities and the Guarantors will pay Guarantees shall be made free and clear of, and without withholding or deduction for or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesduties, imposts assessments, fees or other governmental charges of whatever nature (and charges (a “withholding tax”any fines, penalties or interest related thereto) imposed or levied by or for the account on behalf of the Cayman British Virgin Islands, Switzerland Brazil or any political subdivision or authority of or in such relevant jurisdiction having power to tax, or any other jurisdiction in which either the Company or a Guarantor is a organized or is otherwise resident for tax purposes or any political subdivision jurisdiction from or taxing authority through which payment is made (any of such jurisdiction (the aforementioned being a “Relevant Taxing Jurisdiction”), ) unless such deduction or withholding or deduction is required by law. If In the event that any such deduction taxes, duties, assessments, fees or withholding is at other governmental charges (and any time requiredfines, penalties or interest related thereto) are so imposed or levied, the Company Company, or such a Guarantor, as applicable, will, shall pay to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay each Holder such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that every net payment made by the net amounts paid to Company, or a Guarantor, as applicable, on the holder Securities or the Trustee Guarantees after such deduction or withholding will equal imposed upon or as a result of such payment by a Relevant Taxing Jurisdiction shall not be less than the principal amountamount then due and payable on such Securities or Guarantees. The foregoing obligation to pay Additional Amounts, redemption price and interest (if any)however, on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts shall not apply to or in the following instancesrespect of: (1i) if any withholding tax, duty, assessment or other governmental charge which would not be payable or due have been imposed but for the fact that (i) the holder existence of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some any present or former connection with between such Holder, on the one hand, and the Relevant Taxing Jurisdiction Jurisdiction, on the other hand (including, without limitation, such Holder being or having been a citizen or resident thereof or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein), other than the holding or ownership mere receipt of the Security such payment or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indentureownership or holding of, or the enforcement of the Security rights under, such Securities or Guarantees; (ii) where any tax, duty, assessment or other governmental charge which would not have been so imposed but for the presentation is required, the Security was presented by such Holder for payment on a date more than 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever is occurs later; (2iii) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyduty, impost assessment or other governmental charge which is payable otherwise than by withholding from payment of principal amountto the extent that such tax, redemption priceduty, repurchase price and interest (if any); (4) if any withholding tax assessment or other governmental charge would not have been imposed but for the failure of such Holder to comply with any certification, information, documentation identification or other reporting requirements concerning the nationality, residence, identity or connections connection with the relevant tax authority Relevant Taxing Jurisdiction of the Holder or beneficial owner of a bond (including, without limitation, a certification that the holder or beneficial owner of is not resident in the Security, Relevant Taxing Jurisdiction) if this (a) such compliance is required or imposed by statute or by regulation law as a precondition to relief or exemption from all or a part of such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge, (b) at least 30 days prior to the date on which the Company or a Guarantor, as applicable, shall apply this clause (iii), either the Company or a Guarantor, as applicable, shall have notified all Holders of Securities that some or all Holders of Securities shall be required to comply with such requirement and (c) in no event shall such Holder`s requirement to make such a declaration, claim or filing require such Holder to provide any materially more onerous information, documents or other evidence than would be required to be provided had such Holder been required to file U.S. Internal Revenue Service Forms W-8BEN, W-8BEN-E, W-8ECI, W-8EXP, W-8IMY and/or documentation required by the OECD Common Reporting Standard (CRS); (iv) any estate, inheritance, gift, sales, transfer, excise or personal property or similar tax, assessment or governmental charge; (v) any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the Securities; (vi) any additional amounts with respect to any such deduction or withholding, imposed on or withheld in respect of the Securities pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereofFATCA, any agreement entered into pursuant to Section 1471(b) of treaty, law, regulation or other official guidance enacted by the CodeRelevant Taxing Jurisdiction or in any jurisdiction in which payments on the Securities are made implementing FATCA, or any fiscal agreement between the Company, the Guarantors or regulatory legislationa Paying Agent and such relevant jurisdiction, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation authority of such Sections any of the Codeforegoing implementing FATCA; or (8) vii) any combination of the instances described in the preceding clausesabove. (b) With respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder who is a fiduciary or partnership or other than the sole beneficial owner of the Security to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of the Security.

Payment of Additional Amounts. (a) The Company All payments by the Borrower in respect of the Loans or by a Guarantor in respect of its Loan Guarantee shall pay any amounts due with respect to the Securities be made free and the Guarantors will pay any amounts due with respect to the Securities Guarantees clear of and without deduction or withholding for or on account of any and all present and or future withholding taxes, leviesduties, imposts and assessments, fees or other governmental charges (a “withholding taxTaxes”) imposed or levied by or for the account on behalf of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes Mexico or any political subdivision or taxing authority thereof or therein or of such any other jurisdiction in which the Borrower or any Guarantor is incorporated (any of the aforementioned, a “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If . (b) Subject to Section 5.14(c), if the Borrower or a Guarantor is required by the law of any Taxing Jurisdiction to make any such deduction withholding or withholding is at any time requireddeduction, the Company Borrower or such Guarantor, as applicable, will, Guarantor shall pay to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay Holder such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that every net payment made by the net amounts paid to the holder Borrower on such Loan or the Trustee by such Guarantor in respect of its Loan Guarantee after such deduction or withholding will equal for or on account of any such Taxes shall not be less than the principal amount, redemption price amount then due and interest payable on such Loan. (if any), on the Securities. However, neither the Company nor any Guarantor will c) The obligation to pay any Additional Amounts set forth in the following instancesSection 5.14(b) shall not apply to: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyduty, impost assessment, fee or other governmental charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax that would not have been imposed but for the failure to comply with certificationexistence of any present or former connection, informationincluding a permanent establishment or fixed base, documentation or between such Lender and Mexico other reporting requirements concerning than by the nationality, residence, identity or connections with receipt of such payment and the relevant tax authority terms of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding taxLoan Documents; (5ii) to the extent a holder of a Security is entitled to a refund any estate, inheritance, gift, sale, transfer, personal property or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation 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 Codecharge; or (8) any combination of the instances described iii) in the preceding clausescase of any Lender that is or was a Foreign Financial Institution (as defined below) on the date such Person became a Lender and thus subject to the requirements of paragraph (h) below, any withholding taxes imposed as a result of a failure of such Lender to comply with its obligations set forth in paragraph (h) below, subject to the exceptions and limitations provided therein; provided that the taxes excluded shall be deemed to include only withholdings or deductions payable by the Borrower in respect of payments hereunder in excess of a rate equal to the rate applicable if there had been no such failure by such Lender to comply with paragraph (h) below. (bd) With At least 30 calendar days prior to each date on which any payment under or with respect to clause the Loans is due and payable (a)(5) aboveor, in as early as practicable, if the absence of evidence satisfactory obligation to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts arises after the 30th day prior to any holder who is such date), if the Borrower or a fiduciary or partnership or other than the sole beneficial owner of the Security Guarantor will be obligated to the extent that a beneficiary or settlor pay Additional Amounts with respect to such fiduciarypayment in an amount different than the Additional Amounts payable on the date hereof, the Borrower or a member such Guarantor shall deliver to the Administrative Agent an Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable, and setting forth such other information necessary to enable the Administrative Agent to pay such Additional Amounts to Lenders on the payment date. In the absence of any such partnership certificate, the Administrative Agent may assume that no such deduction or a beneficial owner thereofwithholding shall be required. The Borrower agrees to indemnify the Administrative Agent for, would and to hold it harmless against, any loss, liability or expense incurred without bad faith on its part arising out of or in connection with actions taken or omitted by it in reliance, absent manifest error, on any certificate furnished pursuant to this Section 5.14(d) or not have been entitled to furnished. The obligations of the Borrower under this Section 5.14(d) shall survive the payment of the Loans, the resignation or removal of the Administrative Agent and/or the termination of this Agreement. (e) The Borrower or Guarantor, as the case may be, shall provide to the Administrative Agent documentation evidencing payment of withholding taxes within 30 days after payment thereof. Copies of such documentation shall be made available to Lenders upon written request therefor. (f) The Borrower or a Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties in Mexico or the United States or any political subdivision thereof or taxing authority of or in the foregoing in respect of the Borrowing. (g) Whenever in this Agreement there is mentioned, in any context: (i) the payment of principal, interest or additional interest on the Loans; (ii) redemption or repurchase prices in respect of the Loans; or (iii) any other amount payable on or with respect to any of the Loans, such reference will be deemed to include payment of Additional Amounts had as described under this Section 5.14 to the extent that, in such beneficiarycontext, settlorAdditional Amounts are, member were or beneficial owner been would be payable in respect thereof. (h) Each Lender that is a Foreign Financial Institution on the holder Original Effective Date (or, if such Lender becomes a Lender after the Original Effective Date as a result of an assignment, on the date of such assignment) shall, at the request of the Security.Borrower, made pursuant to a written notice given at least 10 days prior to the relevant filing date, use reasonable commercial efforts to file with the Ministry of Finance or, where applicable, in accordance with the laws of any jurisdiction outside Mexico from or through which payments hereunder or under any Notes are made, a form, certificate or other similar document requested by the Borrower (including without limitation any such form, certificate or other similar document that may be required to maintain such Lender Party’s status as a Foreign Financial Institution) if (1) such filing is required under applicable law or a treaty for the avoidance of double taxation then in effect, (2) such filing would avoid the need for making any tax withholding or deduction, or reduce the amount of any such withholding or deduction which may thereafter accrue to or for the account of such Lender pursuant to this Section and (3) such filing would not, in the good faith judgment of such Lender, require such Lender to disclose any

Payment of Additional Amounts. (a) The Company shall pay any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instances: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levy, impost or charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding tax or deduction is required to be made pursuant to laws enacted an agreement between Switzerland and another country or countries on final withholding taxes levied by Switzerland providing for the taxation Swiss paying agents in respect of payments according to principles similar to those laid down persons resident in the draft legislation other country on income of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a such person other than the issuer is required to withhold tax on any interest paymentsSecurities booked or deposited with a Swiss paying agent (Abgeltungssteuer), and such holder of a Security chooses not to provide the certification, documentation or other information that would eliminate such withholding or deduction; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation 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 (8) any combination of the instances described in the preceding clauses. (b) With respect to clause (a)(55) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it the Company or the applicable Guarantor may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder who is a fiduciary or partnership or other than the sole beneficial owner of the Security to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of the Security.

Payment of Additional Amounts. If the Company consolidates with or merge with or into another company and the resulting, surviving or transferee company is not organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (a) The Company such company or any successor thereto, the “surviving entity”), then the surviving entity shall pay make all payments of principal of and premium, if any, interest and any other amounts due with on, or in respect to of, the Securities and the Guarantors will pay without withholding or deduction at source for, or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, fees, duties, levies, imposts and imposts, assessments or governmental charges (a including penalties, interest, additions and any other liability with respect thereto) of whatever nature (“withholding taxTaxes”) imposed or levied by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor surviving entity is considered to be a resident for tax Tax purposes or any political subdivision or taxing authority of such thereof or therein or any jurisdiction from or through which payment on the Security is made (the a “Taxing Jurisdiction”), unless such withholding Taxes are required to be withheld or deduction is required deducted by law(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 such laws, regulations or rulings (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). If such deduction the Company is so required to withhold or withholding is at deduct any time requiredamount for or on account of Taxes, the Company or such Guarantorshall, as applicablesubject to certain limitations and exceptions described below, will, pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a any Security with any relevant administrative requirements), pay such additional amounts (the such additional amounts, “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the every net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amountpayment of principal, redemption price and interest (premium, if any, interest or any other amount made to such Holder, after the withholding or deduction (including any such withholding or deduction from such Additional Amounts), on shall not be less than the Securitiesamount provided for in such Security or in the Indenture to be then due and payable. However, neither the The Company nor any Guarantor will shall not be required to pay any Additional Amounts in the following instancesfor or on account of: (1) if any withholding Taxes of whatever nature that would not be payable or due have been imposed but for the fact that such Holder (ia) the holder of was a Security (resident, domiciliary or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging engaged in business or maintaining maintained a permanent establishment or being was physically present in, the relevant Taxing Jurisdiction or any political subdivision thereof or otherwise having some has or had any present or former connection with the relevant Taxing Jurisdiction other than the holding or ownership by reason of the Security mere purchase, ownership or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenturedisposition of, or the enforcement receipt of the Security or payment under, such Security, (iib) presented, where presentation is required, such Security for payment in the relevant Taxing Jurisdiction or any political subdivision thereof, unless such Security was could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment more than 30 days after the date on which the payment in respect of such payment Security became due and payable or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within that 30-day period; (2) if any withholding tax is attributable to any estate, inheritance, gift, salesvalue-added, sale, transfer, excise, personal property or similar tax, levy, impost or chargeTax; (3) if any withholding tax is attributable Taxes that are imposed or withheld by reason of the failure by the Holder or beneficial owner of such Security to comply with any taxreasonable request by the Company addressed to the Holder within 90 days of such request (a) to provide information concerning the nationality, levyresidence 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, impost or charge which is payable otherwise than required or imposed by withholding statute, treaty, regulation or administrative practice of the relevant Taxing Jurisdiction or any political subdivision thereof as a precondition to exemption from payment all or part of principal amount, redemption price, repurchase price and interest (if any)such Taxes; (4) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made imposed on or in respect of any tax, duty, assessment or other governmental charge imposed or withheld Security pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder regulations or official interpretations thereof or intergovernmental agreements in connection therewith, and any official interpretation thereof, any agreement agreements entered into pursuant to Section 1471(b1471(b)(1) of the Code; (5) any Taxes that are payable otherwise than by withholding or deducting from payment of principal or premium, if any, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of interest on such Sections of the CodeSecurities; or (8) 6) any combination of items (1), (2), (3), (4) and (5). In addition, the instances described in the preceding clauses. (b) With Company shall not pay Additional Amounts with respect to clause (a)(5) aboveany payment of principal of, in the absence of evidence satisfactory to the Company or the applicable Guarantorpremium, it may conclusively presume that a holder of a if any, interest or any other amounts on, any such Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by the Security laws of the relevant Taxing Jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the extent that income for Tax purposes of a beneficiary or partner or settlor with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereofto the extent such beneficiary, partner or settlor would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the holder Holder of the Security. Wherever in this Indenture or the Securities there are mentioned, in any context: (1) the payment of principal, (2) purchase prices in connection with a purchase of Security, (3) interest, or (4) any other amount payable on or with respect to the Securities, such reference shall be deemed to include payment of Additional Amounts as described under this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company shall pay any present or future stamp, court or documentary Taxes or other similar Taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Securities, the Indenture, or any other document or instrument required in relation thereof, and the Company shall agree to indemnify the Holders for any such Taxes paid by such Holders. The obligations described in this Section 1005 shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Payment of Additional Amounts. (a) The Company shall pay any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instances: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levy, impost or charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding or deduction is required to be made pursuant to any agreements between the European Community and other countries or territories providing for measures equivalent to those laid down in the Council Directive 2003/48/EC, including, but not limited to, the agreement between the European Union and Switzerland of October 26, 2004, or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreements; (7) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based paying-agent-based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (78) if any withholding tax or deduction is required to be made pursuant to an agreement between Switzerland and another country or countries on final withholding taxes levied by Swiss paying agents in respect of persons resident in the other country on income of such person on any Securities booked or deposited with a Swiss paying agent (Abgeltungssteuer), and such holder of a Security chooses not to provide the certification, documentation or other information that would eliminate such withholding or deduction; (9) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation 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 (8) 10) any combination of the instances described in the preceding clauses. (b) With respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder who is a fiduciary or partnership or other than the sole beneficial owner of the Security to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of the Security.

Payment of Additional Amounts. (a) The Company shall pay make all payments of principal of and premium, if any, interest and any other amounts due with on, or in respect to of, the Securities and the Guarantors will pay without withholding or deduction at source for, or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, fees, duties, levies, imposts and imposts, assessments or governmental charges (a including penalties, interest, additions and any other liability with respect thereto) of whatever nature (“withholding taxTaxes”) imposed or levied by or for the account on behalf of the Cayman Islands, Switzerland Bermuda or any other jurisdiction in which either the Company is organized or a Guarantor is considered to be a resident for tax Tax purposes or any political subdivision or taxing authority of such thereof or therein or any jurisdiction from or through which payment on the Security is made (the a “Taxing Jurisdiction”), unless such withholding Taxes are required to be withheld or deduction is required deducted by law(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 such laws, regulations or rulings (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). If such deduction the Company is so required to withhold or withholding is at deduct any time requiredamount for or on account of Taxes, the Company or such Guarantorshall, as applicablesubject to certain limitations and exceptions described below, will, pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a any Security with any relevant administrative requirements), pay such additional amounts (the such additional amounts, “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the every net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amountpayment of principal, redemption price and interest (premium, if any, interest or any other amount made to such Holder, after the withholding or deduction (including any such withholding or deduction for such Additional Amounts), on shall not be less than the Securitiesamount provided for in such Security or in the Indenture to be then due and payable. However, neither the The Company nor any Guarantor will shall not be required to pay any Additional Amounts in the following instancesfor or on account of: (1) if any withholding Taxes of whatever nature that would not be payable or due have been imposed but for the fact that such Holder (ia) the holder of was a Security (resident, domiciliary or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging engaged in business or maintaining maintained a permanent establishment or being was physically present in, the relevant Taxing Jurisdiction or any political subdivision thereof or otherwise having some has or had any present or former connection with the relevant Taxing Jurisdiction other than the holding or ownership by reason of the Security mere purchase, ownership or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenturedisposition of, or the enforcement receipt of the Security or payment under, such Security, (iib) presented, where presentation is required, such Security for payment in the relevant Taxing Jurisdiction or any political subdivision thereof, unless such Security was could not have been presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment more than 30 days after the date on which the payment in respect of such payment Security became due and payable or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within that 30-day period; (2) if any withholding tax is attributable to any estate, inheritance, gift, salesvalue-added, sale, transfer, excise, personal property or similar tax, levy, impost or chargeTax; (3) if any withholding tax is attributable Taxes that are imposed or withheld by reason of the failure by the Holder or beneficial owner of such Security to comply with any taxreasonable request by the Company addressed to the Holder within 90 days of such request (a) to provide information concerning the nationality, levyresidence 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, impost or charge which is payable otherwise than required or imposed by withholding statute, treaty, regulation or administrative practice of the relevant Taxing Jurisdiction or any political subdivision thereof as a precondition to exemption from payment all or part of principal amount, redemption price, repurchase price and interest (if any)such Taxes; (4) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made imposed on or in respect of any tax, duty, assessment or other governmental charge imposed or withheld Security pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder regulations or official interpretations thereof or intergovernmental agreements in connection therewith, and any official interpretation thereof, any agreement agreements entered into pursuant to Section 1471(b1471(b)(1) of the Code; (5) any Taxes that are payable otherwise than by withholding or deducting from payment of principal or premium, if any, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of interest on such Sections of the Codedebt securities; or (8) 6) any combination of items (1), (2), (3), (4) and (5). In addition, the instances described in the preceding clauses. (b) With Company shall not pay Additional Amounts with respect to clause (a)(5) aboveany payment of principal of, in the absence of evidence satisfactory to the Company or the applicable Guarantorpremium, it may conclusively presume that a holder of a if any, interest or any other amounts on, any such Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder Holder who is a fiduciary or partnership or other than the sole beneficial owner of such Security if such payment would be required by the Security laws of the relevant Taxing Jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the extent that income for Tax purposes of a beneficiary or partner or settlor with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereofto the extent such beneficiary, partner or settlor would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the holder Holder of the Security. In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to this Indenture in effect from time to time (“Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Company agrees (i) to provide to the Trustee sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether it has Tax related obligations under Applicable Tax Law and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Tax Law for which the Trustee shall not have any liability. Wherever in this Indenture or the Securities there are mentioned, in any context: (1) the payment of principal, (2) purchase prices in connection with a purchase of Security, (3) interest, or (4) any other amount payable on or with respect to the Securities, such reference shall be deemed to include payment of Additional Amounts as described under this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Company shall pay any present or future stamp, court or documentary Taxes or other similar Taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Securities, the Indenture, or any other document or instrument required in relation thereof, and the Company shall agree to indemnify the Holders for any such Taxes paid by such Holders. The obligations described in this Section 1005 shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the Company is organized or any political subdivision or taxing authority or agency thereof or therein.

Payment of Additional Amounts. Unless otherwise specified in the applicable prospectus supplement, all payments of principal and interest and other amounts payable in respect of the debt securities by us will be made without us making any withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (a“Taxes”), unless the withholding or deduction of such Taxes is required or authorized by law or the administration thereof. In that event, we will, subject to certain exceptions and limitations set forth below, pay such additional amounts (“Additional Amounts”) The Company shall pay any amounts due with respect to the Securities holder or beneficial owner of any debt security as may be necessary in order that every net payment of the principal of and the Guarantors will pay interest on such debt security and any other amounts due with respect to the Securities Guarantees without payable on such debt security, after any withholding or deduction for Taxes imposed or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed levied by or for the account on behalf of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes Canada or any political subdivision or taxing authority of such jurisdiction thereof or therein having the power to tax (the each a “Taxing Jurisdiction”) (and Taxes imposed or levied by a Taxing Jurisdiction on such Additional Amounts), unless will not be less than the amount such withholding holder or deduction is required beneficial owner would have received if such Taxes imposed or levied by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder on behalf of a Security with Taxing Jurisdiction had not been withheld or deducted. We will not, however, be required to make any relevant administrative requirements), pay additional amounts (the “payment of Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid Amounts to the any holder or the Trustee after such deduction beneficial owner for or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor account of: • any Guarantor will pay any Additional Amounts in the following instances: (1) if any withholding Taxes that would not be payable or due have been so imposed but for the fact that a present or former connection (iincluding, without limitation, carrying on business in a Taxing Jurisdiction or having a permanent establishment or fixed base in a Taxing Jurisdiction) the between such holder or beneficial owner of a Security debt security (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, the holderor possessor of power over, such holder or beneficial owner, if the such holder or beneficial owner is an estate, trust, partnership partnership, limited liability company or corporation)) and a Taxing Jurisdiction, is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the merely holding such debt security or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance receiving payments with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date respect to such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to debt security; • any estate, inheritance, gift, sales, transfer, excise, transfer or personal property Tax or any similar taxTax with respect to a debt security; • any Tax imposed by reason that such holder or beneficial owner of a debt security or other person entitled to payments on the debt security does not deal at arm’s length within the meaning of the Income Tax Act (Canada) with us or is, levyor does not deal at arm’s length with any person who is, impost a “specified shareholder” of us for purposes of the thin capitalization rules in the Income Tax Act (Canada); • any Tax that is levied or charge; (3) if any withholding tax is attributable to any tax, levy, impost or charge which is payable collected otherwise than by withholding from payments on or in respect of a debt security; • any Tax required to be withheld by any paying agent from any payment of principal amounton a debt security, redemption price, repurchase price and interest (if any); (4) if such payment can be made without such withholding by at least one other paying agent; • any withholding tax Tax that would not have been imposed but for the failure of a holder or beneficial owner of a debt security to comply with certification, informationidentification, documentation declaration, information or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Securityrequirements, if this such compliance is required by statute a Taxing Jurisdiction (including where required by statute, treaty, regulation or by regulation administrative pronouncement) as a precondition to relief or exemption from such withholding tax; (5) to Tax; • any Tax which would not have been imposed but for the extent a holder presentation of a Security debt security (where presentation is entitled to required) for payment on a refund date more than 30 days after (i) the date on which such payment became due and payable or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6ii) if the date on which payment thereof is duly provided for, whichever occurs later; • any withholding is required to be made or deduction imposed pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7i) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through to 1474 of the CodeU.S. Internal Revenue Code of 1986, as of the date hereof amended (or any amended or successor version“FATCA”), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal successor version thereof, or regulatory legislationany similar legislation imposed by any other governmental authority, rules (ii) any treaty, law, regulation or practices adopted pursuant to any other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement entered into in connection with respect to FATCA or any similar legislation imposed by any other governmental authority, or (iii) any agreement between us and the implementation of such Sections of the CodeUnited States or any authority thereof implementing FATCA; or (8) or • any combination of the instances described in the preceding clauses. (b) With items listed above; nor shall Additional Amounts be paid with respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that any payment on a holder of a Security is entitled debt security to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder who is a fiduciary or partnership or any person other than the sole beneficial owner of the Security such payment to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a such beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been held its interest in the holder of the Securitydebt security directly.

Payment of Additional Amounts. (a) The Company shall pay any amounts due Except to the extent otherwise specified with respect to a particular series of Securities, all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities and of any series shall be made by the Guarantors will pay Issuer without withholding or deduction at source for, or on account of, any amounts due with respect present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of The Netherlands, or the jurisdiction of residence or incorporation of any successor to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxesIssuer, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction thereof or therein (the “Taxing Jurisdiction”), 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 (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 a Taxing Jurisdiction). If a withholding or deduction at source is required by law. If such deduction or withholding is at any time required, the Company or such GuarantorIssuer shall, as applicablesubject to certain limitations and exceptions set forth below, will, pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a any such Security with any relevant administrative requirements), pay appertaining thereto such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the every net amounts paid payment of principal, premium, if any, interest or any other amount made to the holder or the Trustee such Holder, after such deduction withholding or withholding will equal deduction, shall not be less than the principal amountamount provided for in such Security, redemption price and interest (if any)this Indenture to be then due and payable; provided, however, that the Issuer shall not be required to make payment of such additional amounts for or on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instancesaccount of: (1a) if any withholding such tax, assessment or other governmental charge that would not be payable or due have been so imposed but for the fact that (i) the holder existence of a Security any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, the holdershareholder, if the holder such Holder is an estate, a trust, a partnership or a corporation)) and The Netherlands and its possessions or any other Taxing Jurisdiction, is including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a domiciliary, national citizen or resident ofthereof, being or having been engaged in a trade or business or present therein or having, or engaging in business or maintaining having had, a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security therein or (ii) the presentation, where presentation is required, by the Holder of a Security was presented for payment on a date more than 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever is occurs later; (2b) if any withholding tax is attributable to any capital gain, estate, inheritance, gift, salessale, transfer, excise, personal property or similar tax, levy, impost assessment or other governmental charge; (3c) if any withholding tax is attributable to any tax, levy, impost assessment or other governmental charge which that is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any)payments on or with respect to the Securities; (4d) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation assessment or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance governmental charge that is required by statute or by regulation as imposed on a precondition payment to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding an individual and that is required to be made pursuant to laws enacted by Switzerland providing for European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN council meeting of November 26 – 27, 2000 on the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014savings income, or otherwise changing the Swiss federal withholding tax system from an issuer-based system any law implementing or complying with, or introduced in order to a paying‑agent‑based system pursuant conform to which a person other than the issuer is required to withhold tax on any interest paymentssuch directives; (7e) if any withholding tax assessment or deduction is other governmental charge required to be withheld by any paying agent from any payment of principal or other amounts payable, or interest on the Securities, to the extent that such payment can be made in respect without such withholding by presentation of the Securities to any other paying agent; (f) any tax, duty, assessment or other governmental charge that is imposed or withheld pursuant to Sections 1471 through 1474 by reason of the Codefailure by the Holder or the beneficial owner of such Security to comply with any reasonable request by the Issuer addressed to the Holder or, as if different, the direct nominee of a beneficiary of the date hereof payment, within 90 days of such request (A) to provide information or certification concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any amended declaration or successor versionother similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), current is required or future U.S. Treasury Regulations issued thereunder imposed by statute, treaty, regulation or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) administrative practice of the Code, relevant Taxing Jurisdiction as a precondition to exemption from all or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation part of such Sections of the Codetax, assessment or other governmental charge; or (8) g) any combination of the instances described in the preceding clauses. items (a), (b), (c), (d), (e) With and (f); nor shall additional amounts be paid with respect to clause (a)(5) aboveany payment of the principal of, in the absence of evidence satisfactory to the Company or the applicable Guarantorpremium, it may conclusively presume that a holder of a if any, interest or any other amounts on, any such Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder Holder who is a fiduciary or fiduciary, a partnership or any other Person, other than the sole beneficial owner of the such Security to the extent that such payment would be required by the laws of the relevant Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereof, who would not have been entitled to such additional amounts had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder mention shall be deemed to include mention of the Securitypayment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (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. 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 Issuer shall furnish to the Trustee, the Securities Administrator and the principal paying agent, if other than the Securities Administrator, an Officers’ Certificate instructing the Trustee, the Securities Administrator and such paying agent 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 3.07. If any such withholding shall be required, 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 Issuer agrees to pay to the Trustee, the Securities Administrator or such paying agent the additional amounts required by this Section 3.07. The Issuer covenants to indemnify the Trustee, the Securities Administrator 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 Officers’ Certificate furnished pursuant to this Section 3.07.

Payment of Additional Amounts. (a) The Company shall pay any amounts due with respect to All payments of principal and interest on the Securities Notes and the Guarantors coupons will pay any amounts due with respect to the Securities Guarantees be made without deduction of, withholding of, or withholding deduction for or on account of, any and all present and or future withholding taxes, levies, imposts and assessments or governmental charges (a “withholding tax”) of whatever nature imposed or levied by or for the account on behalf of the Cayman Islandsgovernment of the United States, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”)thereof or therein, unless such the withholding or deduction of such taxes, assessments or governmental charges is required by lawlaw or the application or interpretation thereof. If such deduction or withholding is at any time required, In that event the Company or such Guarantor, as applicable, will, subject to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements)exceptions and limitations set out below, pay such additional amounts (the “"Additional Amounts”") in respect to the holder of principal amountany Note, redemption price and interest (if any)or of any coupon, in accordance with the terms of the Securities and this Indenture, who is a United States Alien as may be necessary so in order that every net payment of the net amounts paid to the holder principal of, or the Trustee after interest on, such Note afar deduction or withholding for, or on account of, any such present or future tax, assessment or governmental charge upon, or as a result of, such payment, will equal not be less than the principal amount, redemption price amount provided for in such Note or coupon to be then due and interest (if any), on the Securitiespayable. However, neither the Company nor will not be required to make any Guarantor will pay any payment of Additional Amounts in the following instancesto any such holder for or on account of: (1a) if any withholding such tax, assessment or other governmental charge which would not be payable or due have been so imposed but for the fact that (i) the existence of any present or former connection between such holder of a Security (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, the or possessor of a power over, such holder, if the such holder is an estate, a trust, a partnership or a corporation)) and the United States, is including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a domiciliary, national citizen or resident ofthereof or being or having been engaged in a trade or business or present therein or having, or engaging in business or maintaining having had, a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security therein or (ii) where the presentation is required, by the Security was presented holder of any such Note or coupon for payment on a date more than 30 10 days after afar the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever is occurs later; (2b) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, transfer or personal property tax or any similar tax, levyassessment or other governmental charge; -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (c) any tax, impost assessment or chargeother governmental charge imposed by reason of such holder's past or present status as a personal holding company, foreign personal holding company, controlled foreign corporation related to the Company through stock ownership, private foundation or other tax exempt organisation in each case with respect to the United States, or as a corporation which accumulates earnings to avoid United States federal income tax; (3d) if any withholding tax is attributable to any tax, levy, impost assessment or other governmental charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation payments on or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any Note or coupon; any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation 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 (8) any combination of the instances described in the preceding clauses. (b) With respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay withheld by any Additional Amounts to paying agent from any holder who is a fiduciary or partnership or other than the sole beneficial owner payment of the Security to the extent that a beneficiary or settlor with respect to such fiduciaryprincipal of, or a member of interest on, any Note if such partnership or a beneficial owner thereof, would not have been entitled to the payment of can be made without such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of the Security.withholding by any other paying agent in Europe;

Payment of Additional Amounts. (a) The Company All payments by a Transaction Party in respect of the Bonds shall pay be made free and clear of, and without withholding or deduction for or on account of, any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesduties, imposts assessments, fees or other governmental charges of whatever nature (and charges (a “withholding tax”any fines, penalties or interest related thereto) imposed or levied by or for the account on behalf of the Cayman British Virgin Islands, Switzerland Brazil or any political subdivision or authority of or in the British Virgin Islands, Brazil having power to tax or of or in any other jurisdiction in which either the Company or a Guarantor is a organized or is otherwise resident for tax purposes or any political subdivision jurisdiction from or taxing authority through which payment is made (any of such jurisdiction (the aforementioned being a “Taxing Jurisdiction”), ) unless such withholding or deduction is required by law. If In the event that any such deduction taxes, duties, assessments, fees or withholding is at other governmental charges (and any time requiredfines, penalties or interest related thereto) are so imposed or levied, the Company or Transaction Parties shall pay to each Holder such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that the every net amounts paid to the holder or the Trustee payment made by such Transaction Party on each Bond after such deduction or withholding will equal imposed upon or as a result of such payment by a Taxing Jurisdiction shall not be less than the principal amountamount then due and payable on such Bond. The foregoing obligation to pay Additional Amounts, redemption price and interest (if any)however, on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts shall not apply to or in the following instancesrespect of: (1i) if any withholding tax, duty, assessment or other governmental charge which would not be payable or due have been imposed but for the fact that (i) the holder existence of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some any present or former connection with between such Holder, on the one hand, and the relevant Taxing Jurisdiction Jurisdiction, on the other hand (including, without limitation, such Holder being or having been a citizen or resident thereof or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein), other than the holding or ownership mere receipt of the Security such payment or the collection ownership or holding of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or rights under such Bond; (ii) where any tax, duty, assessment or other governmental charge which would not have been so imposed but for the presentation is required, the Security was presented by such Holder for payment on a date more than 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever is occurs later; (2iii) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyduty, impost assessment or other governmental charge which is payable otherwise than by withholding from payment of principal amountto the extent that such tax, redemption priceduty, repurchase price and interest (if any); (4) if any withholding tax assessment or other governmental charge would not have been imposed but for the failure of such Holder to comply with any certification, information, documentation identification or other reporting requirements concerning the nationality, residence, identity or connections connection with the relevant tax authority Taxing Jurisdiction of the holder or beneficial owner of the Security, Holder if this (A) such compliance is required or imposed by statute or by regulation law as a precondition to relief or exemption from all or a part of such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed and (B) at least 30 days prior to the date on which any Transaction Party shall apply this clause (iii), either the Company or withheld pursuant to Sections 1471 through 1474 of the Codea Guarantor, as applicable, shall have notified all Holders of Bonds that some or all Holders of Bonds shall be required to comply with such requirement; (iv) any estate, inheritance, gift, sales, transfer, excise or personal property or similar tax, assessment or governmental charge; (v) any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the date hereof Bond; (vi) any withholding or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant deduction imposed on a payment to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted an individual pursuant to any intergovernmental agreement entered into law implementing or complying with, or introduced in connection with order to conform to, European Council Directive 2003/48/EC or any other directive implementing the implementation of such Sections conclusions of the CodeECOFIN Council Meeting of 26-27 November 2000; or (8) vii) any combination of the instances described in the preceding clausesabove. (b) With The Transaction Party shall also pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from execution, delivery, registration or making of payments or enforcement in respect to clause (a)(5) aboveof the Bonds, in excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of the absence of evidence satisfactory to the Company British Virgin Islands or the applicable GuarantorBrazil other than those resulting from, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company paid in connection with, the enforcement of the Bonds following the occurrence of any Default or the applicable Guarantor also will not pay any Event of Default. (c) No Additional Amounts shall be paid with respect to a payment on any holder who Bond to a Holder that is a fiduciary or partnership or other than the sole beneficial owner of the Security such payment to the extent that a beneficiary or settlor with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the receive payment of such the Additional Amounts had such the beneficiary, settlor, member or beneficial owner been the holder Holder of the SecurityBond. (d) The relevant Transaction Party shall provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgement is not available without unreasonable burden or expense, a certified copy thereof or, if such certified copy is not available, other documentation satisfactory to the Trustee) evidencing any payment of taxes, penalties, duties, assessments, fees or other governmental charges in respect of which the Company or such Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Bonds or the Paying Agents, as applicable, upon request therefor. (e) The relevant Transaction Party, as applicable, shall: (i) at least 10 Business Days prior to the first Payment Date (and at least 10 Business Days prior to each succeeding Payment Date or any Redemption Date or date of Maturity if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate), deliver to the Trustee and each Paying Agent an Officers’ Certificate (A) specifying the amount, if any, of taxes described in this Section 4.8 (the “Relevant Withholding Taxes”) required to be deducted or withheld on the payment of principal of or interest on the Bonds to Holders and the Additional Amounts, if any, due to Holders in connection with such payment, and (B) certifying that such Transaction Party shall pay such deduction or withholding; (ii) prior to the due date for the payment thereof, pay any such Relevant Withholding Taxes, together with any penalties or interest applicable thereto; (iii) within 15 days after paying such Relevant Withholding Taxes, deliver to the Trustee and each Paying Agent evidence of such payment and of the remittance thereof to the relevant taxing or other authority as described in this Section 4.8; and (iv) pay any Additional Amounts due to Holders on any Interest Payment Date, Redemption Date or date of Maturity to the Trustee in accordance with the provisions of this Section 4.8 and Section 2.4. (f) The Transaction Parties shall, jointly and severally, indemnify the Trustee and each Paying Agent for, and hold each harmless against, any loss, liability or expense reasonably incurred without gross negligence, bad faith or willful misconduct on such Person’s part, arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 4.8 or the failure of the Trustee or any Paying Agent for any reason (other than its own gross negligence, bad faith or willful misconduct) to receive on a timely basis any such Officers’ Certificate or any information or documentation requested by it or otherwise required by applicable law or regulations to be obtained, furnished or filed in respect of such Relevant Withholding Taxes. The Transaction Parties shall make available to any Holder requesting the same, evidence that the applicable Relevant Withholding Taxes have been paid. (g) Any Officers’ Certificate required by this Section 4.8 to be provided to the Trustee and each Paying Agent shall be deemed to be duly provided if sent by facsimile to the Trustee and each Paying Agent. (h) The obligations described under this Section 4.8 will apply mutatis mutandis to any jurisdiction in which any successor Person to a Transaction Party is organized or any political subdivision or taxing authority or agency thereof or therein. (i) While European Council Directive 2003/48/EC (the “Directive”) or any other directive implementing the conclusions of the ECOFIN Council meetings of November 26 and 27, 2000, December 13, 2001 and January 31, 2003 (or any law implementing or complying with, or introduced to conform to, any such Directive) is in effect, the Transaction Parties shall maintain a paying agent in a European Union Member State that will not be obliged to withhold or deduct tax pursuant to the Directive.

Payment of Additional Amounts. (a) The Company shall pay Issuer will make all payments of principal of, interest and any other amounts due with on, or in respect to of, the Securities and the Guarantors will pay without withholding or deduction at source for, or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, levies, imposts and or governmental charges (a “withholding tax”) imposed or levied by or for on behalf of a Taxing Jurisdiction, unless such taxes or governmental charges are required to be withheld or deducted by (x) the account laws (or any regulations or rulings promulgated thereunder) of Bermuda, the Cayman Islands, Switzerland United Kingdom or any other jurisdiction in which either the Company Issuer is organized or a Guarantor is otherwise considered to be a resident for tax purposes purposes, or any other jurisdiction from which or through which a payment on the Securities is made by the Issuer (each, 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 such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction (the “or by a taxing authority in a Taxing Jurisdiction”Jurisdiction or any political subdivision thereof), unless such . If a withholding or deduction at source is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, Issuer will, subject to certain limitations and exceptions described below, pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a any Security with any relevant administrative requirements), pay additional amounts (the “such Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, Amounts as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amountany payment of principal, redemption price and interest (premium, if any, interest or any other amount made to such Holder (including any such withholding or deduction from such Additional Amounts), on after the Securitieswithholding or deduction, will not be less than the amount provided for in such Security or in the indenture to be then due and payable. However, neither the Company nor any Guarantor The Issuer will not be required to pay any Additional Amounts in the following instances: for or on account of: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyfee, impost duty, assessment or governmental charge of whatever nature which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certificationfact that such Holder (a) was a resident, informationdomiciliary or national of, documentation or other reporting requirements concerning engaged in business or maintained a permanent establishment or was physically present in, the nationality, residence, identity relevant Taxing Jurisdiction or connections any political subdivision thereof or otherwise had some connection with the relevant tax authority Taxing Jurisdiction other than by reason of the holder mere ownership of, or beneficial owner receipt of the payment under, such Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation 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 (8) any combination of the instances described in the preceding clauses. (b) With respect to clause (a)(5) abovepresented, where presentation is required, such Security for payment in the absence of evidence satisfactory to the Company relevant Taxing Jurisdiction or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder who is a fiduciary or partnership or other than the sole beneficial owner of the Security to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner political subdivision thereof, would unless such Security could not have been entitled to presented for payment elsewhere, or (c) presented, where presentation is required, such Security for payment more than 30 days after the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of the Security.date on which the

Payment of Additional Amounts. (a) The Company If specified pursuant to Section 301, the provisions of this Section 1011 shall pay be applicable to Securities of any amounts due series. All payments made by or on behalf of the Companies or by Parent under or with respect to any Guarantee (each of the Securities Companies or Parent and, in each case, any successor thereof, making such payment, the “Payor”) in respect of the Securities, will be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, assessment or other governmental charge, including any related interest, penalties or additions to tax (“Taxes”), unless the Guarantors will pay withholding or deduction of such Taxes is then required by law. If any amounts due with respect to the Securities Guarantees without deduction or withholding for for, or on account of, any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) Taxes imposed or levied by or for on behalf of: (1) any jurisdiction (other than the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes United States or any political subdivision or taxing governmental authority thereof or therein having the power to tax) from or through which payment is made by or on behalf of such any Payor or any political subdivision or governmental authority thereof or therein having the power to tax (including the jurisdiction of the paying agent); or (2) any other jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) in which a Payor is incorporated or organized, engaged in business for tax purposes, or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is will at any time required, be required by law to be made from any payments made by or on behalf of any Payor or the Company paying agent with respect to any Security or such GuarantorGuarantee, as applicable, willincluding (without limitation) payments of principal, to redemption price, interest or premium, if any, the fullest extent allowed by law Payor will pay (subject to compliance by the holder of a Security together with any relevant administrative requirements), pay such payments) such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that the net amounts paid to the holder or the Trustee received in respect of such payments, after such withholding or deduction (including any such withholding or withholding will equal the principal amount, redemption price and interest (if anydeduction from such Additional Amounts), will not be less than the amounts that would have been received in respect of such payments on any such Security or Guarantee in the Securities. Howeverabsence of such withholding or deduction; provided, neither the Company nor any Guarantor will pay any however, that no such Additional Amounts in the following instanceswill be payable for or on account of: (1) if any withholding Taxes, to the extent such Taxes would not be payable or due have been so imposed but for the fact that (i) existence of any present or former connection between the relevant holder of a Security (or between a fiduciary, settlor, beneficiary ofbeneficiary, member member, partner or shareholder of, or possessor of power over the relevant holder, if the relevant holder is an estate, nominee, trust, partnership partnership, limited liability company or corporation)) and the Relevant Taxing Jurisdiction (including, is being resident for tax purposes, or being a domiciliary, national citizen or resident or national of, or engaging in carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or otherwise having some present holding of such Security or former connection with the Taxing Jurisdiction other than receipt of any payment or the holding exercise or ownership enforcement of rights under such Security or Guarantee or the Indenture; (2) any Taxes, to the extent such Taxes are imposed or withheld by reason of the failure by the holder or the beneficial owner of the Security to comply with a reasonable written request of the Payor addressed to the holder or the collection of principal amountbeneficial owner, redemption price, repurchase price and interest after reasonable notice (if anyat least 30 days before any such withholding or deduction would be payable), in accordance with to provide certification, information, documents or other evidence concerning the terms nationality, residence or identity of the Securities and this Indentureholder or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, which is required by a statute, treaty, regulation or administrative practice of the enforcement Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes, but, in each case, only to the extent the holder or beneficial owner is legally entitled to do so; (3) any Taxes, to the extent such Taxes are imposed as a result of the presentation of the Security or (ii) where presentation is required, the Security was presented for more than 30 days after the later of the applicable payment date or the date the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Security been presented on the last day of such payment became due or was provided for, whichever is later30 day period); (24) if any Taxes that are payable otherwise than by deduction or withholding tax is attributable from a payment with respect to the Securities or any Guarantee; (5) any estate, inheritance, gift, sales, excise, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levy, impost or charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing JurisdictionTaxes; (6) if any withholding is required Taxes to be made pursuant to laws enacted the extent that such Taxes are withheld by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation application of the Swiss Federal Council Luxembourg law of December 1723, 20142005, or otherwise changing as amended (the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments“2005 Law”); (7) if any withholding tax or deduction is required to be made in respect of any taxTaxes imposed, duty, assessment or other governmental charge imposed deducted or withheld pursuant to Sections section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code, in each case, as of the date hereof Issue Date (or and any amended or successor versionversion that is substantively comparable), any current or future U.S. Treasury Regulations issued thereunder regulations or agreements thereunder, official interpretations thereof or any official interpretation 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 law implementing an intergovernmental agreement entered into in connection with the implementation of such Sections of the Coderelating thereto (“FATCA”); or (8) any combination of the instances described in the preceding clauses. items (b1) With through (7) above. In addition, no Additional Amounts shall be paid with respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder Holder who is a fiduciary or a partnership or any Person other than the sole beneficial owner of the Security Securities, to the extent that a the beneficiary or settlor settler with respect to such fiduciary, or a the member of such partnership or a the beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlorsettler, member or beneficial owner been held such Securities directly. The Payor will (i) make any required withholding or deduction and (ii) remit the holder full amount deducted or withheld to the relevant tax authority in accordance with applicable law. The Payor will provide certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each relevant tax authority imposing such Taxes, or if such tax receipts are not available, certified copies of other reasonable evidence of such payments as soon as reasonably practicable. Such copies shall be made available to the Holders upon reasonable request and will be made available at the designated corporate trust office of the Paying Agent. If a Payor is obligated to pay Additional Amounts with respect to any payment made on any Security, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable and such other information necessary to enable the paying agent to pay Additional Amounts on the relevant payment date (unless such obligation to pay Additional Amounts arises less than 30 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable thereafter). The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. Wherever in this Indenture, any applicable supplemental indenture or the Securities there is mentioned, in any context: (1) the payment of principal; (2) interest; or (3) any other amount payable on or with respect to any of the Securities, such reference shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor will pay and indemnify each Holder for any present or future stamp, issue, registration, court or documentary taxes, or charges or similar levies (including any related interest or penalties with respect thereto) or any other excise or property taxes, charges or similar taxes (including any related penalties or interest with respect thereto) that arise in a Relevant Taxing Jurisdiction from the execution, delivery, issuance, enforcement or registration, or receipt of payments with respect to any of the Securities, any Guarantee, this Indenture, or any other document referred to herein or therein (other than in each case, in connection with a transfer of the Securities after the initial resale by the initial purchasers pursuant to this offering), except for Luxembourg registration duties (droits d’enregistrement) payable in the case of voluntary registration of the aforementioned documents by a holder with the Administration de l’Enregistrement, des Domaines et de la TVA in Luxembourg, or registration of the aforementioned documents in Luxembourg when such registration is not required to enforce the rights of that holder under the aforementioned documents. The foregoing obligations will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner, and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is incorporated or 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 Securities is made by or on behalf of such Person, or any political subdivision or taxing authority or agency thereof or therein.

Payment of Additional Amounts. ‌ (a) The Company shall pay All payments made by or on behalf of the Issuer, any amounts due Guarantor or a‌ successor thereto (each, a “Payor”) under, or with respect to to, the Securities Notes or the Note Guarantees, as the case may be, shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, withholdings, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the Guarantors will pay withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If any amounts due with respect to the Securities Guarantees without deduction or withholding for for, or on account of, any and all present and future withholding taxesTaxes imposed, leviesestablished, imposts and charges (a “withholding tax”) imposed levied, collected or assessed by or for on behalf of (1) Argentina or any politica l subdivision or Governmental Authority thereof or therein having the account power to tax, (2) Canada or any political subdivision or Governmental Authority thereof or therein having the power to tax, (3) the United Kingdom or any political subdivision or Governmental Authority thereof or therein having the power to tax, (4) any jurisdiction from or through which payment on the Notes or the Note Guarantees is made by or on behalf of the Cayman IslandsPayor, Switzerland or any political subdivision or Governmental Authority thereof or therein having the power to tax, or (5) any other jurisdiction in which either the Company a Payor is organized, engaged in business or a Guarantor is a otherwise resident for tax purposes purposes, or any political subdivision or taxing authority Governmental Authority thereof or therein having the power to tax (each of such jurisdiction sub-clause (the 1), (2), (3), (4) and (5), a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is ) will at any time requiredbe required from any payments made under, or with respect to the Notes or the Note Guarantees, including payments of principal, premium, if any, redemption price or interest, the Company or Payor will pay (together with such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay payments) such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that the net amounts paid to receivable by the holder Holders of the Notes after such withholding or the Trustee after deduction (including‌‌‌‌ any such deduction or withholding will from such Additional Amounts) in respect of such Taxes shall equal the principal amountrespective amounts which would have been receivable by each Holder in respect of such payments in the absence of such withholding or deduction, redemption price and interest (if any), on the Securities. However, neither Payor and the Company nor Guarantors shall indemnify the Holders of the Notes for any Guarantor will pay Taxes payable by such Holders imposed by a Relevant Taxing Jurisdiction for any failure by the Payor or the Guarantors to deduct or withhold Taxes in respect of which any Additional Amounts in the following instanceswould otherwise have been payable; provided, however, that no such Additional Amounts will be payable with respect to: (1i) if any withholding Taxes that would not be payable or due have been so imposed but for the fact that (i) existence of any present or former connection between the holder relevant Holder or beneficial owner of a Security Notes (or between a fiduciary, settlor, beneficiary ofbeneficiary, member member, partner or shareholder of, the holderrelevant Holder or beneficial owner, if the holder relevant Holder or beneficial owner is an estate, nominee, trust, limited liability company, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, ) and the Relevant Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction (other than the holding or mere ownership of the Security such Notes or the collection receipt of principal amount, redemption price, repurchase price and interest (if anysuch payment in respect thereof), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or ; (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, personal property, sales, transfer, excise, personal property transfer or other similar tax, levy, impost or chargeTax imposed with respect to such payment; (3iii) any Taxes that are imposed, payable or due because Certificated Notes are presented for payment (where presentation is required) more than 30 days after the later of (i) the date such payment was due and (ii) if any withholding tax is attributable the full amount payable has not been received by the Trustee on or prior to any taxsuch due date, levythe date on which, impost or charge which is payable otherwise than the full amount having been so received, notice to that effect will have been given to the Holders by withholding from the Trustee, except for Additiona l Amounts with respect to Taxes that would have been imposed had the Holder presented the Notes for payment of principal amount, redemption price, repurchase price and interest (if any)during such 30-day period; (4iv) if any withholding tax would not have been portion of a Tax to the extent imposed but for or withheld solely by reason of the failure of the Holder or beneficial owner of Notes to comply with any certification, identification, information, documentation or other reporting requirements if (1) such compliance is required or imposed by a statute, treaty or regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes, (2) the Holder or beneficial owner is a Holder or beneficial owner who would have been able to avoid the relevant Tax by so complying, (3) the Issuer has given the Holder or the beneficial owner at least 60 days’ notice that the Holder or beneficial owner will be required to so comply, and (4) such compliance is not materially more onerous to the Holder or beneficial owner than would be comparable certification, information, documentation or other reporting requirements concerning imposed under U.S. tax law, regulation and administrative practice (such as IRS Forms W-8 and W-9 or any comparable successor forms); (v) any withholding Taxes imposed under ▇▇▇▇▇; (vi) any Taxes payable otherwise than by withholding or deduction from payments on the nationality, residence, identity or connections with the relevant tax authority Notes; (vii) any Taxes payable by virtue of the holder Issuer, any Guarantor or a successor thereto not dealing at arm’s length (within the meaning of the Income Tax Act (Canada)) with a Holder or beneficial owner of Notes at the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding taxtime of the payment; (5viii) to the extent a holder any Taxes payable by virtue of a Security is entitled to Holder or beneficial owner of Notes being either (i) a refund “specified non-resident shareholder” of the Issuer or credit a relevant Guarantor or (ii) a non-resident person who does not deal at arm’s length with a specified shareholder of the Issuer or a Guarantor, in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing each case for the taxation purposes of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(bsubsection 18(5) 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 CodeIncome Tax Act (Canada); or (8) ix) any combination of the instances described in the preceding clausesabove. (b) With Also, such Additional Amounts will not be payable with respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts payment to any holder Holder who is a fiduciary or partnership or any person other than the sole beneficial owner of the Security such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such a partnership or a the beneficial owner thereof, of such payment would not have been entitled to the payment of such Additional Additiona l Amounts had such beneficiary, settlor, member or beneficial owner been held such Notes directly. (c) The Payor will (1) make any required withholding or deduction, and (2) remit the holder full amount deducted or withheld to the applicable taxing authority in the Relevant Taxing Jurisdiction in accordance with Applicable Law. The Payor will provide to the Trustee certified copies of tax receipts or, if such tax receipts are not reasonably available, such other documentation evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor will attach to such documentation a certificate stating (i) that the amount of withholding Taxes evidenced by such documentation was paid in connection with payments in respect of the Securityprincipal amount of Notes then outstanding, and (ii) the amount of such withholding Taxes paid per U.S. Dolla r principal amount of the Notes. (d) If the Payor will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Payor will deliver to the Trustee, at least three Business Days prior to the relevant payment date, an Officer’s Certificate stating the fact that such Additiona l Amounts will be payable, the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additiona l Amounts to Holders of Notes on the payment date. Each such Officer’s Certificate shall be relied upon by the Trustee without further enquiry until receipt of a further Officer’s Certificate addressing such matters. (e) The Issuer and the Guarantors will timely pay any present or future stamp, court, documentary or any excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, issue or registration of the Notes, this Indenture, any Note Guarantee or any documentation with respect thereto, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside the United Kingdom and Argentina 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 any Event of Default and the Issuer agrees to indemnify each of the Trustee, the Paying Agents, the U.S. Collateral Agent and the Holders of the Notes for any such amounts paid by the Trustee, the Paying Agents, the U.S. Collateral Agent or such Holders with respect to the Notes in default. (f) In the event that any Payor pays any personal assets tax in respect of Outstanding Notes, the Issuer and each of the Guarantors hereby waives any right it may have under Argentine law to seek reimbursement from the Holders or direct owners of the Notes of any such amounts paid. (g) The foregoing obligations to pay Additiona l Amounts and indemnities will survive any termination, defeasance or discharge of this Indenture and any transfer by an investor of its Notes (or beneficial interest therein) or the resignation or removal of the Trustee or Paying Agent. (h) Whenever in this Indenture or in the Notes, there is mentioned, in any context, (1) the payment of principal, premium, if any, or interest, (2) redemption prices or purchase prices in connection with the redemption or purchase of Notes or (3) any other amount payable under or with respect to any Notes, such mention shall be deemed also to refer to any Additional Amounts which may be payable as set forth in this Section 3.39 or in the Notes. (i) The Trustee, the U.S. Collateral Agent and any Paying Agent shall have the right to withhold or deduct any amounts payable in respect of Taxes from any distributions made by it and shall have no obligation to gross-up or pay any Additional Amounts to any party in respect of any amounts so withheld or deducted.

Payment of Additional Amounts. All payments made by the Company or on its behalf or a successor thereto (aeach, a “Payor”) The Company shall pay any amounts due under, or with respect to to, the Securities Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, assessment or other governmental charge of whatever nature (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the Guarantors will pay withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If, at any amounts due with respect to the Securities Guarantees without time, any deduction or withholding for for, or on account of, any and all present and future withholding taxesTaxes imposed, leviesestablished, imposts and charges (a “withholding tax”) imposed levied, collected or assessed by or for on behalf of (1) Argentina or any political subdivision or Governmental Authority thereof or therein having the account power to tax, (2) any jurisdiction from or through which payment on the Notes is made by or on behalf of the Cayman IslandsPayor, Switzerland or any political subdivision or Governmental Authority thereof or therein having the power to tax, (3) any other jurisdiction in which either the Company a Payor is organized, engaged in business or a Guarantor is a otherwise resident for tax purposes purposes, or any political subdivision or taxing Governmental Authority thereof or therein having the power to tax or (4) following the consummation of any transaction described under Section 8.1, the jurisdiction under the laws of which the Company or the surviving entity thereof, as the case may be, is organized (or, in each case, any political subdivision or authority thereof or therein) having power to tax (each of such jurisdiction clause (the 1), (2), (3) and (4), a “Relevant Taxing Jurisdiction”)) will be required from any payments made with respect to the Notes, unless such withholding including payments of principal, premium, if any, redemption price or deduction is required by law. If such deduction or withholding is at any time requiredinterest, the Company or Payor will pay (together with such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay payments) such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that the net amounts paid to received by the holder Holders of the Notes after such withholding or the Trustee after deduction (including any such deduction or withholding will from such Additional Amounts) in respect of such Taxes shall equal the principal amount, redemption price and interest (if any), on respective amounts which would have been receivable by each Holder in respect of such payments in the Securities. However, neither the Company nor any Guarantor will pay any absence of such withholding or deduction; provided that no such Additional Amounts in the following instanceswill be payable with respect to: (1) if any withholding Taxes that would not be payable have been so imposed, deducted or due withheld but for the fact that (i) existence of any present or former connection between the holder relevant Holder or beneficial owner of a Security Note (or between a fiduciary, settlor, beneficiary ofbeneficiary, member member, partner or shareholder of, the holderrelevant Holder or beneficial owner, if the holder relevant Holder or beneficial owner is an estate, nominee, trust, limited liability company, partnership or corporation), is ) and the Relevant Taxing Jurisdiction (including being a domiciliary, citizen or resident or national or resident domiciliary of, or engaging in carrying on a business or maintaining a permanent establishment or being physically present inthat is the holder of the Notes in the Relevant Taxing Jurisdiction), the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding mere ownership, holding, purchase or ownership disposition of the Security such Note or the collection receipt of principal amount, redemption price, repurchase price and interest (if any), such payment in accordance with the terms of the Securities and this Indenturerespect thereof, or the exercise or enforcement of any rights under the Security Notes or the Indenture; (ii2) any Taxes which are imposed, payable or due because definitive Notes are presented for payment (where presentation is required, the Security was presented ) more than 30 days after the later of (a) the date such payment became was due or was provided for, whichever is later; and (2b) if any withholding tax is attributable the full amount payable has not been received by the Trustee on or prior to any estatesuch due date, inheritancethe date on which, giftthe full amount having been so received, sales, transfer, excise, personal property or similar tax, levy, impost or chargenotice to that effect will have been given to the Holders by the Trustee; except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment during such 30-day period; (3) if any withholding tax is attributable to any tax, levy, impost Taxes that are imposed or charge which is payable otherwise than withheld by withholding from payment reason of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure of the Holder or beneficial owner of a Note to comply comply, at the Company’s written request, with any certification, identification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this (a) such compliance is required or imposed by statute a statute, treaty or by regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to relief exemption from, or exemption from reduction in the rate of deduction or withholding of, such Taxes, and (b) the Company has given the Holder or the beneficial owner at least 30 days’ notice that the Holder or beneficial owner will be required to so comply; (4) any Note presented for payment (where presentation is required) at an office of a paying agent in Argentina (provided that the Notes can also be presented at an office of a paying agent outside of Argentina without any such withholding taxor deduction); (5) any Taxes payable otherwise than by withholding or deduction from payments on or with respect to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing JurisdictionNotes; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge Taxes imposed or withheld pursuant to Sections 1471 through 1471-1474 of the Code, as of the date hereof U.S. Internal Revenue Code (or any amended or successor versionversion that is substantively comparable and not materially more onerous to comply with), current or future the U.S. Treasury Regulations issued regulations thereunder or and any other official interpretation thereofguidance thereunder (“FATCA”), 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 with respect to FATCA, or any law, regulation or other official guidance enacted in connection with the implementation of any jurisdiction implementing, or relating to, FATCA, or any such Sections intergovernmental agreement; (7) any Taxes levied and/or applicable to payments made to Argentine taxpayers subject to inflation adjustment rules as provided for in Title VI of the CodeArgentine Income Tax Law; (8) any estate, inheritance, gift, value added, personal property, sales, use, excise, transfer or other similar Tax imposed with respect to such payment; provided, however, that the turnover tax that may be applied by any Argentine provincial jurisdiction or the Autonomous City of Buenos Aires shall not be included within this provision; or (8) 9) any combination of the instances described in the preceding clauses. (b1), (2), (3), (4), (5), (6), (7) With or (8) above. No Additional Amounts shall be paid with respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that any payment on a holder of a Security is entitled Note to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder who Holder that is a fiduciary or partnership or other than the sole beneficial owner of the Security such payment to the extent that a beneficiary or settlor settler with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to receive the payment of such Additional Amounts had such beneficiary, settlorsettler, member or beneficial owner been the holder direct Holder. References herein and in the Notes to the payment of principal (and premium, if any), Redemption Price, interest or any other amounts payable with respect to any Notes shall include the payment of Additional Amounts if Additional Amounts are, were or would be payable in respect thereof, even where Additional Amounts are not specifically mentioned. The Company shall pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, payable in Argentina, Luxembourg, Belgium, the United Kingdom or the United States or any authority of or in the foregoing in respect of the Securitycreation, issue and offering of the Notes.

Payment of Additional Amounts. (a) The Company shall pay Issuer will make all payments of principal of and premium, if any, interest and any other amounts due with on, or in respect to of, the Securities and the Guarantors will pay without withholding or deduction at source for, or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesfees, imposts and duties, assessments or governmental charges (a “withholding tax”) of whatever nature imposed or levied by or for the account on behalf of the Cayman Islands, Switzerland Bermuda or any other jurisdiction in which either the Company or a Guarantor Issuer is otherwise considered to be a resident for tax purposes or any political subdivision or taxing authority of such thereof or therein or any jurisdiction from or through which payment on the Securities is made (the a “Taxing Jurisdiction”), unless such taxes, fees, duties, assessments or governmental charges are required to be 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 such laws, regulations or rulings (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). If a withholding or deduction at source is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, Issuer will, subject to certain limitations and exceptions described below, pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a any Security with any relevant administrative requirements), pay additional amounts (the “such Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, Amounts as may be necessary so that the every net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amountpayment of principal, redemption price and interest (premium, if any, interest or any other amount made to such Holder, after the withholding or deduction (including any such withholding or deduction from such Additional Amounts), on will not be less than the Securitiesamount provided for in such Security or in the Indenture to be then due and payable. However, neither the Company nor any Guarantor The Issuer will not be required to pay any Additional Amounts in the following instancesfor or on account of: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyfee, impost duty, assessment or governmental charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax whatever nature that would not have been imposed but for the failure to comply with certificationfact that such Holder (a) was a resident, informationdomiciliary or national of, documentation or other reporting requirements concerning engaged in business or maintained a permanent establishment or was physically present in, the nationality, residence, identity relevant Taxing Jurisdiction or connections any political subdivision thereof or otherwise had some connection with the relevant tax authority Taxing Jurisdiction other than by reason of the holder mere ownership of, or beneficial owner receipt of the payment under, such Security, (b) presented, where presentation is required, such Security 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, where presentation is required, such Security for payment more than 30 days after the date on which the payment in respect of such Security became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if this compliance is required by statute or by regulation as a precondition to relief or exemption from it had presented such withholding taxSecurity for payment on any day within that 30-day period; (52) to the extent a holder of a Security is entitled to a refund any estate, inheritance, gift, sale, transfer, personal property or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdictionsimilar tax, assessment or other governmental charge; (63) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or beneficial owner of such Security to comply with any reasonable request by the Issuer addressed to the Holder 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 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; (4) any withholding or deduction imposed on or in respect of any Security pursuant to Sections 1471 through 1474 of the CodeU.S. Internal Revenue Code of 1986, as of amended (the date hereof (or any amended or successor version“Code”), any current or future U.S. Treasury Regulations issued thereunder regulations or official interpretations thereof or intergovernmental agreements in connection therewith, and any official interpretation thereof, any agreement agreements entered into pursuant to Section 1471(b1471(b)(1) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code; or (8) 5) any combination of items (1), (2), (3) and (4). In addition, the instances described in the preceding clauses. (b) With respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also Issuer will not pay any Additional Amounts with respect to any holder payment of 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 if such payment would be required by the Security laws of the relevant Taxing Jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the extent that income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereofto the extent such beneficiary, partner or settlor would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the holder Holder of the Security. In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to this Indenture in effect from time to time (“Applicable Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Trustee sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Trustee can determine whether it has tax-related obligations under Applicable Law and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability. The 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 execution, delivery, enforcement or registration of the Securities, the Indenture, or any other document or instrument required in relation thereof, and the Issuer will agree to indemnify the Holders for any such taxes paid by such Holders. The obligations described in this Section 3.11 will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein.

Payment of Additional Amounts. (a) The Company shall pay make all payments of principal of and premium, if any, interest and any other amounts due with on, or in respect to of, the Securities and the Guarantors will pay Notes without withholding or deduction at source for, or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesfees, imposts and duties, assessments or governmental charges (a “withholding tax”) of whatever nature imposed or levied by or for the account on behalf of the Cayman Islands, Switzerland Bermuda or any other jurisdiction in which either the Company or is organized (each, a Guarantor is a resident for tax purposes “taxing jurisdiction”) or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”)thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (a) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (b) 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 a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required by law. If such deduction the laws of Bermuda or withholding the jurisdiction in which the Company is at any time requiredorganized, the Company or such Guarantorshall, as applicablesubject to certain limitations and exceptions set forth below, will, pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a Security with any relevant administrative requirements), pay additional amounts (the “such Note such Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, Amounts as may be necessary so that the every net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amountpayment of principal, redemption price and interest (premium, if any), on interest or any other amount made to such Holder, after the Securities. Howeverwithholding or deduction, neither will not be less than the amount provided for in such Note or in this Indenture to be then due and payable; provided, however, that the Company nor any Guarantor will shall not be required to pay any Additional Amounts in the following instancesfor or on account of: (1i) if any withholding tax, fee, duty, assessment or governmental charge of whatever nature that would not be payable or due have been imposed but for the fact that (i) the holder of a Security such Holder (or in the case of clause (1), a fiduciary, settlorsettler, beneficiary ofbeneficiary, partner, member or shareholder of, of or possessor of power over the holder, relevant Holder if the holder Holder is an estate, nominee, trust, partnership partnership, limited liability company, or corporation)): (1) was a resident, is a domiciliary, domiciliary or national or resident of, or engaging engaged in business or maintaining maintained a permanent establishment or being was physically present in, the Taxing Jurisdiction relevant taxing jurisdiction or any political subdivision thereof or otherwise having had some present or former connection with the Taxing Jurisdiction relevant taxing jurisdiction other than the holding or ownership by reason of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenturemere ownership of, or receipt of payment under, such Note, (2) presented such Note for payment in the enforcement of the Security relevant taxing jurisdiction or any political subdivision thereof, unless such Note could not have been presented for payment elsewhere, or (ii3) where presentation is required, the Security was presented such Note for payment more than 30 thirty (30) days after the date on which the payment in respect of such payment Note became due and payable or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Note for payment on any day within such period of thirty (30) days; (2ii) if any withholding tax is attributable to any estate, inheritance, gift, sales, excise, transfer, excise, wealth or personal property or similar tax, levy, impost assessment or other governmental charge; (3iii) if any withholding tax is attributable to any tax, levy, impost assessment or other governmental charge which that is payable otherwise than imposed or withheld by withholding from payment reason of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure by the Holder or the beneficial owner of such Note to comply with certification, information, documentation or other reporting requirements any reasonable request by the Company addressed to the Holder within ninety (90) days of such request: (1) to provide information concerning the nationality, residenceresidence or identity of the Holder or such beneficial owner; or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement, identity which, in the case of (1) or connections with (2), is required or imposed by statute, treaty, regulation or administrative practice of the relevant tax authority of the holder taxing jurisdiction or beneficial owner of the Security, if this compliance is required by statute or by regulation any political subdivision thereof as a precondition to relief or exemption from all or part of such withholding tax, assessment or other governmental charge; (5iv) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is or deduction required to be made pursuant to laws enacted by Switzerland providing for any EU Directive on the taxation of payments according to principles similar to those laid down in savings implementing the draft legislation conclusions of the Swiss Federal ECOFIN Council meetings of December 1726-27 November 2000, 20143 June 2003 or any law implementing or complying with, or otherwise changing the Swiss federal withholding tax system from an issuer-based system introduced in order to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any taxconform to, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation 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 CodeEU Directive; or (8) v) any combination of the instances described in the preceding clauses. items (bi), (ii), (iii) With respect to clause and (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheldiv). The Company or the applicable Guarantor also will shall not pay any Additional Amounts with respect to any holder payment of principal of, or premium, if any, interest or any other amounts on, any such Note to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of the Security such Note to the extent that 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, fiduciary or a member of such partnership or a beneficial owner thereof, who would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the holder Holder. Whenever in this Indenture there is mentioned, in any context, the payment of the Securityprincipal of or any premium, interest or any other amounts on, or in respect of, any Note or the net proceeds received on the sale or exchange of any Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (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.

Payment of Additional Amounts. (a) The Company shall pay Issuer will make all payments of principal of and premium, if any, interest and any other amounts due with on, or in respect to of, the Securities and the Guarantors will pay without withholding or deduction at source for, or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesfees, imposts and duties, assessments or governmental charges (a “withholding tax”) of whatever nature imposed or levied by or for the account on behalf of the Cayman Islands, Switzerland Republic of India or any other jurisdiction in which either the Company or Issuer is organized (a Guarantor is a resident for tax purposes "taxing jurisdiction") or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”)thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be 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 such laws, regulations or rulings (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). If a withholding or deduction at source is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, Issuer will, subject to certain limitations and exceptions described below, pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a any Security with any relevant administrative requirements), pay additional amounts (the “such Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, Amounts as may be necessary so that the every net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amountpayment of principal, redemption price and interest (premium, if any), on interest or any other amount made to such Holder, after the Securitieswithholding or deduction, will not be less than the amount provided for in such Security or in the indenture to be then due and payable. However, neither the Company nor any Guarantor The Issuer will not be required to pay any Additional Amounts in the following instancesfor or on account of: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyfee, impost duty, assessment or governmental charge of whatever nature which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax 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 any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security 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, where presentation is required, such Security for payment more than 30 days after the date on which the payment in respect of such Security became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (2) any estate, inheritance, gift, sale, transfer, capital gains, stamp, personal property or similar tax, duty assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with certification, information, documentation or other reporting requirements any reasonable request by us addressed to the Holder within 90 days of such request (a) to provide information concerning the nationality, residenceresidence or identity of the Holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, identity which is required or connections with imposed by statute, treaty, regulation or administrative practice of the relevant tax authority of the holder taxing jurisdiction or beneficial owner of the Security, if this compliance is required by statute or by regulation any political subdivision thereof as a precondition to relief or exemption from all or part of such withholding tax, assessment or other governmental charge; (54) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is or deduction required to be made pursuant to laws enacted by Switzerland providing for EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of payments according to principles similar to those laid down savings income in the draft legislation form of interest payments (the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version"EU Directive"), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal law implementing or regulatory legislationcomplying with, rules or practices adopted pursuant introduced in order to any intergovernmental agreement entered into in connection with the implementation of conform to such Sections of the CodeEU Directive; or (8) 5) any combination of items (1), (2), (3) and (4). In addition, the instances described in the preceding clauses. (b) With respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also Issuer will not pay any Additional Amounts with respect to any holder payment of 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 if such payment would be required by the Security laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the extent that income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereofto the extent such beneficiary, partner or settlor would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the holder Holder of the Security.

Payment of Additional Amounts. (a) The Company shall pay make all payments of principal, premium, if any, interest and any other amounts due on, or in respect of, the Notes 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 with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction payments made by Allied World Assurance Company Holdings, Ltd imposed or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed levied by or for the account on behalf of the Cayman Islands, Switzerland Bermuda or any other jurisdiction in which either the Company is organized or a Guarantor is otherwise considered to be a resident for tax purposes or any other jurisdiction from which or through which a payment on the Notes is made by Allied World Assurance Company Holdings, Ltd (a "taxing jurisdiction") or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”)thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted at source by (a) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (b) 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 a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required by law. If such deduction or withholding is at any time required, the Company or such Guarantorshall, as applicablesubject to certain limitations and exceptions described below, will, pay to the fullest extent allowed by law (subject to compliance by recipient of any payment described in the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, preceding sentence as may be necessary so that the every net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amountpayment of principal, redemption price and interest (premium, if any, interest or Additional Amounts, if any, or any other amount made to such person, after the withholding or deduction (including any such withholding or deduction from such Additional Amounts), on will not be less than the Securitiesamount provided for in such Note or in this Indenture to be then due and payable. However, neither the The Company nor any Guarantor will shall not be required to pay any Additional Amounts in the following instancesfor or on account of: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyfee, impost duty, assessment or governmental charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax whatever nature that would not have been imposed but for the failure to comply with certificationfact that such recipient or a note Holder: 1. was a resident, informationdomiciliary or national of, documentation or other reporting requirements concerning engaged in business or maintained a permanent establishment or was physically present in, the nationality, residence, identity relevant taxing jurisdiction or connections any political subdivision thereof or otherwise had some connection with the relevant tax authority taxing jurisdiction other than by reason of the holder mere ownership of, or beneficial owner receipt of payment under, such Note, 2. presented, where presentation is required, such Note for payment in the Securityrelevant taxing jurisdiction or any political subdivision thereof, unless such note could not have been presented for payment elsewhere, or 3. presented, where presentation is required, such Note 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 recipient or Holder would have been entitled to such Additional Amounts if this compliance is required by statute or by regulation as a precondition to relief or exemption from it had presented such withholding taxnote for payment on any day within that 30-day period; (5ii) to the extent a holder of a Security is entitled to a refund any estate, inheritance, gift, sale, transfer, personal property or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdictionsimilar tax, assessment or other governmental charge; (6iii) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, fee, duty, assessment or other governmental charge that is imposed or withheld pursuant to Sections 1471 through 1474 by reason of the Codefailure by such recipient or the Holder of such Note to comply with any reasonable request by us addressed to the holder within 90 days of such request, or, if earlier, by such due date as provided by applicable law: 1. to provide information concerning the nationality, residence or identity of such recipient or the Holder; or 2. to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the date hereof (relevant taxing jurisdiction or any amended political subdivision thereof as a precondition to exemption from all or successor version)part of such tax, current fee, duty, assessment or future U.S. Treasury Regulations issued thereunder other governmental charge; (iv) any withholding or any official interpretation thereof, any agreement entered into pursuant deduction required to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted be made pursuant to any intergovernmental agreement entered into in connection with EU Directive on the implementation taxation of such Sections savings implementing the conclusions of the CodeECOFIN Council meetings of 26-27 November 2000, 3 June 2003 or any law implementing or complying with, or introduced in order to conform to, such EU Directive; or (8) v) any combination of the instances described in the preceding clauses. items (b1), (2), (3) With respect to clause and (a)(5) above4). In addition, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also we will not pay additional amounts with respect to any Additional Amounts payment of principal of, or premium, if any, interest or any other amounts on, any such note to any holder who is a fiduciary or partnership fiduciary, partnership, limited liability company that is fiscally transparent, other fiscally transparent entity or other than the sole beneficial owner of the Security such note to the extent that a beneficiary or such beneficial owner, settlor with respect to such fiduciary, or a partner of such partnership, member of such partnership limited liability company or a beneficial owner thereof, of such fiscally transparent entity would not have been entitled to the payment of such Additional Amounts additional amounts had such beneficiary, settlor, member or beneficial owner it been the holder of the Securitynote. Moreover, Allied World Assurance Company Holdings, Ltd shall not provide any indemnification to the extent that any fiduciary, partnership, limited liability company treated as fiscally transparent, other fiscally transparent entity or other than the sole beneficial owner of such note fails to withhold or deduct any amounts so required by any relevant taxing jurisdiction.

Payment of Additional Amounts. (a) The 10.8.1 All payments by the Company shall pay any amounts due with or the Guarantor in respect to of the Securities shall be made free and the Guarantors will pay clear of, and without withholding or deduction for or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesduties, imposts assessments, fees or other governmental charges of whatever nature (and charges (a “withholding tax”any fines, penalties or interest related thereto) imposed or levied by or for the account on behalf of the Cayman Islands, Switzerland Islands or Brazil or any political subdivision or authority of or in the Cayman Islands or Brazil having power to tax or of or in any other jurisdiction in which either the Company or a the Guarantor is a organized or is otherwise resident for tax purposes or any political subdivision jurisdiction from or taxing authority through which payment is made (any of such jurisdiction (the aforementioned being a “Taxing Jurisdiction”), ) unless such withholding or deduction is required by law. If In the event that any such deduction taxes, duties, assessments, fees or withholding is at other governmental charges (and any time requiredfines, penalties or interest related thereto) are so imposed or levied, the Company or and the Guarantor shall pay to each Holder such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that every net payment made by the net amounts paid to the holder or the Trustee Company and Guarantor on each Security after such deduction or withholding will equal imposed upon or as a result of such payment by a Taxing Jurisdiction shall not be less than the principal amountamount then due and payable on such Security. The foregoing obligation to pay Additional Amounts, redemption price and interest (if any)however, on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts shall not apply to or in the following instancesrespect of: (1i) if any withholding tax, duty, assessment or other governmental charge which would not be payable or due have been imposed but for the fact that (i) the holder existence of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some any present or former connection with between such Holder, on the one hand, and the relevant Taxing Jurisdiction Jurisdiction, on the other hand (including, without limitation, such Holder being or having been a citizen or resident thereof or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein), other than the holding or ownership mere receipt of the Security such payment or the collection ownership or holding of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or rights under such Security; (ii) where any tax, duty, assessment or other governmental charge which would not have been so imposed but for the presentation is required, the Security was presented by such Holder for payment on a date more than 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever is occurs later; (2iii) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyduty, impost assessment or other governmental charge which is payable otherwise than by withholding from payment of principal amountto the extent that such tax, redemption priceduty, repurchase price and interest (if any); (4) if any withholding tax assessment or other governmental charge would not have been imposed but for the failure of such Holder to comply with any certification, information, documentation identification or other reporting requirements concerning the nationality, residence, identity or connections connection with the relevant tax authority Taxing Jurisdiction of the holder or beneficial owner of the Security, Holder if this (A) such compliance is required or imposed by statute or by regulation law as a precondition to relief or exemption from all or a part of such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant and (B) at least 30 days prior to Sections 1471 through 1474 the date on which any of the CodeCompany or the Guarantor shall apply this clause (iii), either the Company or the Guarantor, as applicable, shall have notified all Holders of Securities that some or all Holders of Securities shall be required to comply with such requirement; (iv) any estate, inheritance, gift, sales, transfer, excise or personal property or similar tax, assessment or governmental charge; (v) any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or interest on the date hereof Security; (vi) where such withholding or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant deduction is imposed on a payment to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted an individual and is required to be made pursuant to any intergovernmental agreement entered into in connection with European Union Directive on the implementation taxation of such Sections savings implementing the conclusions of the CodeECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (8) vii) any combination of the instances described in the preceding clausesabove. (b) With 10.8.2 The Company and the Guarantor shall also pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from execution, delivery, registration or making of payments or enforcement in respect to clause (a)(5) aboveof the Securities, in excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of the absence of evidence satisfactory to the Company Cayman Islands or the applicable GuarantorBrazil other than those resulting from, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company paid in connection with, the enforcement of the Securities following the occurrence of any Default or the applicable Guarantor also will not pay any Event of Default. 10.8.3 No Additional Amounts shall be paid with respect to a payment on any holder who Security to a Holder that is a fiduciary or partnership or other than the sole beneficial owner of the Security such payment to the extent that a beneficiary or settlor with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to the receive payment of such the Additional Amounts had such the beneficiary, settlor, member or beneficial owner been the holder Holder of the Security. 10.8.4 The Company or the Guarantor, as applicable, shall provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgement is not available without unreasonable burden or expense, a certified copy thereof or, if such certified copy is not available, other documentation satisfactory to the Trustee) evidencing any payment of taxes, penalties, duties, assessments, fees or other governmental charges in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Securities or the Paying Agents, as applicable, upon request therefor. 10.8.5 The Company or the Guarantor, as applicable, shall: (i) at least 10 Business Days prior to the first Payment Date (and at least 10 Business Days prior to each succeeding Payment Date or any Redemption Date or date of Maturity if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate), deliver to the Trustee and each Paying Agent an Officers’ Certificate (A) specifying the amount, if any, of taxes described in this Section 10.8 (the “Relevant Withholding Taxes”) required to be deducted or withheld on the payment of principal of or interest on the Securities to Holders and the Additional Amounts, if any, due to Holders in connection with such payment, and (B) certifying that the Company or the Guarantor, as applicable, shall pay such deduction or withholding; (ii) prior to the due date for the payment thereof, pay any such Relevant Withholding Taxes, together with any penalties or interest applicable thereto; (iii) within 15 days after paying such Relevant Withholding Taxes, deliver to the Trustee and each Paying Agent evidence of such payment and of the remittance thereof to the relevant taxing or other authority as described in this Section 10.8; and (iv) pay any Additional Amounts due to Holders on any Interest Payment Date, Redemption Date or date of Maturity to the Trustee in accordance with the provisions of this Section 10.8 and Section 10.4. 10.8.6 The Company and the Guarantor shall, jointly and severally, indemnify the Trustee and each Paying Agent for, and hold each harmless against, any loss, liability or expense reasonably incurred without gross negligence, bad faith or willful misconduct on such Person’s part, arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section 10.8 or the failure of the Trustee or any Paying Agent for any reason (other than its own gross negligence, bad faith or willful misconduct) to receive on a timely basis any such Officers’ Certificate or any information or documentation requested by it or otherwise required by applicable law or regulations to be obtained, furnished or filed in respect of such Relevant Withholding Taxes. The Company and the Guarantor shall make available to any Holder requesting the same, evidence that the applicable Relevant Withholding Taxes have been paid. 10.8.7 Any Officers’ Certificate required by this Section 10.8 to be provided to the Trustee and each Paying Agent shall be deemed to be duly provided if sent by facsimile to the Trustee and each Paying Agent. 10.8.8 The obligations described under this Section 4.8 will apply mutatis mutandis to any jurisdiction in which any successor Person to the Company or the Guarantor is organized or any political subdivision or taxing authority or agency thereof or therein.

Payment of Additional Amounts. (a) The Company shall pay Issuer will make all payments of principal of, interest and any other amounts due with on, or in respect to of, the Securities and the Guarantors will pay without withholding or deduction at source for, or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, levies, imposts and or governmental charges (a “withholding tax”) imposed or levied by or for on behalf of a Taxing Jurisdiction, unless such taxes or governmental charges are required to be withheld or deducted by (x) the account laws (or any regulations or rulings promulgated thereunder) of Bermuda, the Cayman Islands, Switzerland United Kingdom or any other jurisdiction in which either the Company Issuer is organized or a Guarantor is otherwise considered to be a resident for tax purposes purposes, or any other jurisdiction from which or through which a payment on the Securities is made by the Issuer (each, 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 such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction (the “or by a taxing authority in a Taxing Jurisdiction”Jurisdiction or any political subdivision thereof), unless such . If a withholding or deduction at source is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, Issuer will, subject to certain limitations and exceptions described below, pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a any Security with any relevant administrative requirements), pay additional amounts (the “such Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, Amounts as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amountany payment of principal, redemption price and interest (premium, if any, interest or any other amount made to such Holder (including any such withholding or deduction from such Additional Amounts), on after the Securitieswithholding or deduction, will not be less than the amount provided for in such Security or in the indenture to be then due and payable. However, neither the Company nor any Guarantor The Issuer will not be required to pay any Additional Amounts in the following instances: for or on account of: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyfee, impost duty, assessment or governmental charge of whatever nature which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certificationfact that such Holder (a) was a resident, informationdomiciliary or national of, documentation or other reporting requirements concerning engaged in business or maintained a permanent establishment or was physically present in, the nationality, residence, identity relevant Taxing Jurisdiction or connections any political subdivision thereof or otherwise had some connection with the relevant tax authority Taxing Jurisdiction other than by reason of the holder mere ownership of, or beneficial owner receipt of the payment under, such Security, if this compliance (b) presented, where presentation is required by statute required, such Security for payment in the relevant Taxing Jurisdiction or by regulation as a precondition to relief any political subdivision thereof, unless such Security could not have been presented for payment elsewhere, or exemption from (c) presented, where presentation is required, such withholding tax; (5) Security for payment more than 30 days after the date on which the payment in respect of such Security became due and payable or provided for, whichever is later, except to the extent a holder of a Security is that the Holder would have been entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by Additional Amounts if it had presented such Taxing Jurisdiction; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing Security for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax payment on any interest payments; day within that 30-day period; (72) if any withholding tax estate, inheritance, gift, sale, transfer, personal property or deduction is required to be made in respect of similar tax, assessment or other governmental charge; (3) any tax, duty, assessment or other governmental charge that is imposed or withheld pursuant to Sections 1471 through 1474 by reason of the Codefailure by the Holder or beneficial owner of such Security to comply with any reasonable request by us addressed to the Holder within 90 days of such request (a) to provide information concerning the nationality, as residence or identity of the date hereof (Holder or any amended the beneficial owner or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation 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 (8) any combination of the instances described in the preceding clauses. (b) With respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay make any Additional Amounts to any holder who is a fiduciary or partnership declaration or other than the sole beneficial owner similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the Security relevant Taxing Jurisdiction or any political subdivision thereof as a precondition to the extent that a beneficiary exemption from all or settlor with respect to such fiduciary, or a member part of such partnership tax, assessment or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of the Security.other governmental charge;

Payment of Additional Amounts. All payments of principal, premium (aif any) The Company shall pay and interest in respect of the Debt Securities or the Guarantees will be made free and clear of, and without withholding or deduction for, any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, leviesassessments, imposts and duties or governmental charges (a “withholding tax”) imposed of whatever nature imposed, levied or collected by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or within a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction Relevant Taxing Jurisdiction (the “Taxing Jurisdiction”as defined below), unless such that withholding or deduction is required by law. If such withholding or deduction is required by law, then the Issuer or withholding is at any time required, the Company or such either Guarantor, as applicablethe case may be, will, will pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a any Debt Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that every net payment of principal of (and premium, if any, on) and interest, if any, on that Debt Security after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge of any nature whatsoever imposed, levied or collected by or on behalf of the jurisdiction under the laws of which the Issuer or either Guarantor, as the case may be, is organized (or any political subdivision or taxing authority of or in that jurisdiction having power to tax), or any jurisdiction from or through which any amount is paid by the Issuer or either Guarantor, as the case may be (or any political subdivision or taxing authority of or in that jurisdiction having power to tax) (each a “Relevant Taxing Jurisdiction”), will not be less than the amount provided for in any Debt Security to be then due and payable; provided, however, that the net Issuer or either Guarantor, as the case may be, will not be required to make any payment of additional amounts paid to the holder for or the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instancesaccount of: (1a) if any withholding tax, assessment or other governmental charge which would not be payable or due have been imposed but for the fact that (i) the holder existence of a Security any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary beneficiary, member of, member or shareholder of, the holderor possessor of a power over such Holder, if the holder such Holder is an estate, trust, partnership or corporation)corporation or any Person other than the Holder to which such Debt Security or any amount payable thereon is attributable for the purpose of such tax, is assessment or charge) and a domiciliaryRelevant Taxing Jurisdiction, national including without limitation, that Holder (or fiduciary, settlor, beneficiary, member, shareholder or possessor or Person other than the Holder) being or having been a citizen or resident ofof a Relevant Taxing Jurisdiction, being or having been present or engaged in trade or business in a Relevant Taxing Jurisdiction, or engaging in business having or maintaining having had a permanent establishment or being physically present in, the in a Relevant Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) the presentation of a Debt Security (where presentation is required, the Security was presented ) for payment on a date more than 30 days after the date such on which payment became due and payable or the date on which payment was duly provided for, whichever is occurred later, except to the extent that the Holder would have been entitled to additional amounts on presenting such Debt Security for payment on or before such thirtieth day; (2b) if any withholding tax is attributable to any estate, inheritance, gift, salessale, transfer, excise, transfer or personal property or similar tax, levyassessment or other governmental charge of a similar nature: (c) any tax, impost assessment or other governmental charge that is imposed or withheld by reason of the failure by that Holder or any other Person mentioned in (a) above to comply with a request of the Issuer or either Guarantor, as the case may be, addressed to that Holder or that other Person to provide information concerning the nationality, residence or identity of that Holder or that other Person, or to make any declaration or other similar claim or satisfy any reporting requirement, which is, in either case, required by a statute, treaty or regulation of the Relevant Taxing Jurisdiction, as a precondition to exemption from or reduction of that tax, assessment or other governmental charge; (3d) if any withholding tax is attributable to any tax, levy, impost or charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation assessment or other reporting requirements concerning the nationality, residence, identity governmental charge imposed by reason of such Holder’s past or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation present status as a precondition passive foreign investment company, controlled foreign corporation, or personal holding company with respect to relief the United States, or exemption from such withholding as a corporation which accumulates earnings to avoid United States federal income tax; (5e) any tax, assessment or other governmental charge imposed on interest received by (i) a 10% shareholder (as defined in Section 871(h)(3)(B) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations that may be promulgated thereunder) of the Issuer or (ii) a controlled foreign corporation related to the extent a holder Issuer within the meaning of a Security is entitled to a refund or credit in such Taxing Jurisdiction Section 864(d)(4) of amounts required to be withheld by such Taxing Jurisdictionthe Code; (6f) if any withholding tax, assessment or other governmental charge imposed pursuant to the provisions of Sections 1471 through 1474 of the Code; (g) any tax, assessment or other governmental charge that is imposed on a payment to an individual resident of a member state of the European Union and is required to be made pursuant to laws enacted by Switzerland providing for European Council Directive 2003/48/EC or any other directive on the taxation of payments according to principles similar to those laid down in savings income implementing the draft legislation conclusions of the Swiss Federal ECOFIN Council meeting of December 17November 26-27, 20142000 or any law (whether of a member state of the European Union or a non-member state) implementing or complying with, or otherwise changing the Swiss federal withholding tax system from an issuer-based system introduced to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on conform to, any interest paymentssuch directive; (7h) if any Debt Security that is presented for payment by or on behalf of an individual resident of a member state of the European Union who would be able to avoid any withholding tax or deduction is required by presenting the relevant Debt Security to be made another Paying Agent in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 a member state of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation 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 CodeEuropean Union; or (8) i) any combination of the instances described in the preceding clauses. items (ba) With respect to clause through (a)(5h) above, in nor will additional amounts be paid with respect to (i) any tax, assessment or governmental charge that is payable other than by deduction or withholding from payments on the absence of evidence satisfactory to the Company Debt Securities or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay (ii) any Additional Amounts payment to any holder who Holder which is a fiduciary or a partnership or other than the sole beneficial owner of the such Debt Security to the extent that a beneficiary or settlor with respect to such fiduciary, fiduciary or a member of such that partnership or a the beneficial owner thereof, would not have been entitled to such additional amounts had it been the Holder of such Debt Security. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any, on) or interest, if any, on any Debt Security, such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder mention shall be deemed to include mention of the Securitypayment of additional amounts provided for in the terms of such Debt Security and this Section to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of additional amounts (if applicable) in any provisions hereof shall not be construed as excluding additional amounts in those provisions hereof where such express mention is not made. At least 10 days prior to the first Interest Payment Date, and at least 10 days prior to each date of payment of principal (and premium, if any) and interest if there has been any change with respect to the payment of additional amounts as provided by this Section 1008 with respect to the matters set forth in the below-mentioned Officers’ Certificate, each of the Issuer or each Guarantor, as the case may be, will furnish the Trustee and the Paying Agent with an Officers’ Certificate instructing the Trustee and the Paying Agent whether such payment of principal of (and premium, if any, on) and interest on the Debt Securities shall be made to Holders without withholding for or on account of any tax, assessment or other governmental charge in respect of which, in each case, additional amounts are payable pursuant to this Section 1008 as referred to above or described in the Debt Securities. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld on such payments to such Holders of Debt Securities and each of the Issuer or each Guarantor, as the case may be, will remit such withholding to the relevant taxing authority and pay to the Trustee or the Paying Agent such additional amounts as may be required pursuant to the terms of this Indenture. Each of the Issuer or each Guarantor, as the case may be, covenants to indemnify the Trustee and the Paying Agent for, and to hold each of them harmless against, any loss, liability, damage, cost, claim or expense reasonably incurred without gross 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 Officers’ Certificate furnished pursuant to this Section 1008 or the failure to provide any such Officers’ Certificate. The obligations contained in the immediately preceding sentence of the Issuer and each Guarantor shall survive payment of all of the Debt Securities, the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee or any Paying Agent.

Payment of Additional Amounts. Unless otherwise specified in the applicable prospectus supplement, all payments of principal and interest and other amounts payable in respect of the debt securities by us will be made without us making any withholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (a“Taxes”), unless the withholding or deduction of such Taxes is required or authorized by law or the administration thereof. In that event, we will, subject to certain exceptions and limitations set forth below, pay such additional amounts (“Additional Amounts”) The Company shall pay any amounts due with respect to the Securities holder or beneficial owner of any debt security as may be necessary in order that every net payment of the principal of and the Guarantors will pay interest on such debt security and any other amounts due with respect to the Securities Guarantees without payable on such debt security, after any withholding or deduction for Taxes imposed or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed levied by or for the account on behalf of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes Canada or any political subdivision or taxing authority of such jurisdiction thereof or therein having the power to tax (the each a “Taxing Jurisdiction”) (and Taxes imposed or levied by a Taxing Jurisdiction on such Additional Amounts), unless will not be less than the amount such withholding holder or deduction is required beneficial owner would have received if such Taxes imposed or levied by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder on behalf of a Security with Taxing Jurisdiction had not been withheld or deducted. We will not, however, be required to make any relevant administrative requirements), pay additional amounts (the “payment of Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid Amounts to the any holder or the Trustee after such deduction beneficial owner for or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor account of: • any Guarantor will pay any Additional Amounts in the following instances: (1) if any withholding Taxes that would not be payable or due have been so imposed but for the fact that a present or former connection (iincluding, without limitation, carrying on business in a Taxing Jurisdiction or having a permanent establishment or fixed base in a Taxing Jurisdiction) the between such holder or beneficial owner of a Security debt security (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, the holderor possessor of power over, such holder or beneficial owner, if the such holder or beneficial owner is an estate, trust, partnership partnership, limited liability company or corporation)) and a Taxing Jurisdiction, is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the merely holding such debt security or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance receiving payments with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date respect to such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to debt security; • any estate, inheritance, gift, sales, transfer, excise, transfer or personal property Tax or any similar taxTax with respect to a debt security; • any Tax imposed by reason that such holder or beneficial owner of a debt security or other person entitled to payments on the debt security does not deal at arm’s length within the meaning of the Income Tax Act (Canada) with us or is, levyor does not deal at arm’s length with any person who is, impost a “specified shareholder” of us for purposes of the thin capitalization rules in the Income Tax Act (Canada); • any Tax that is levied or charge; (3) if any withholding tax is attributable to any tax, levy, impost or charge which is payable collected otherwise than by withholding from payments on or in respect of a debt security; • any Tax required to be withheld by any paying agent from any payment of principal amounton a debt security, redemption price, repurchase price and interest (if any); (4) if such payment can be made without such withholding by at least one other paying agent; • any withholding tax Tax that would not have been imposed but for the failure of a holder or beneficial owner of a debt security to comply with certification, informationidentification, documentation declaration, information or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority Table of the holder or beneficial owner of the SecurityContents requirements, if this such compliance is required by statute a Taxing Jurisdiction (including where required by statute, treaty, regulation or by regulation administrative pronouncement) as a precondition to relief or exemption from such withholding tax; (5) to Tax; • any Tax which would not have been imposed but for the extent a holder presentation of a Security debt security (where presentation is entitled to required) for payment on a refund date more than 30 days after (i) the date on which such payment became due and payable or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6ii) if the date on which payment thereof is duly provided for, whichever occurs later; • any withholding is required to be made or deduction imposed pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7i) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through to 1474 of the CodeU.S. Internal Revenue Code of 1986, as of the date hereof amended (or any amended or successor version“FATCA”), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal successor version thereof, or regulatory legislationany similar legislation imposed by any other governmental authority, rules (ii) any treaty, law, regulation or practices adopted pursuant to any other official guidance enacted by Canada implementing FATCA or an intergovernmental agreement entered into in connection with respect to FATCA or any similar legislation imposed by any other governmental authority, or (iii) any agreement between us and the implementation of such Sections of the CodeUnited States or any authority thereof implementing FATCA; or (8) or • any combination of the instances described in the preceding clauses. (b) With items listed above; nor shall Additional Amounts be paid with respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that any payment on a holder of a Security is entitled debt security to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder who is a fiduciary or partnership or any person other than the sole beneficial owner of the Security such payment to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a such beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been held its interest in the holder of the Securitydebt security directly.

Payment of Additional Amounts. (a) The All payments by the Company shall pay of principal and interest on the Notes will be made free and clear of and without withholding or deduction for or on account of any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxestax, levies, imposts and charges (a “withholding tax”) assessment or other governmental charge imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes United States (or any political subdivision or taxing authority of such jurisdiction thereof or therein having power to tax) (the a “Relevant Taxing Jurisdiction”), unless the withholding of such withholding taxes, assessments or deduction other governmental charge is required by lawlaw or the official interpretation or administration thereof. If such deduction or withholding is at any time required, the The Company or such Guarantor, as applicable, will, subject to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements)exceptions and limitations set forth below, pay as additional interest on Notes such additional amounts (the “Additional Amountsadditional amounts”) as are necessary in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so order that the net amounts paid to payment by the holder or the Trustee after such deduction or withholding will equal Company of the principal amount, redemption price of and interest on such Notes to a Holder who is not a United States person (if anyas defined below), on after withholding or deduction for any present or future tax, assessment or other governmental charge imposed by any Relevant Taxing Jurisdiction, will not be less than the Securities. Howeveramount provided in such Notes to be then due and payable; provided, neither however, that the Company nor any Guarantor will foregoing obligation to pay any Additional Amounts in the following instancesadditional amounts shall not apply: (1) if to any withholding would not be payable tax, assessment or due but other governmental charge that is imposed by reason of the Holder (or the Beneficial Owner for the fact that (i) the holder of a Security (whose benefit such Holder holds such note), or a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, of the holder, Holder if the holder Holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging a person holding a power over an estate or trust administered by a fiduciary holder, being considered as: (a) being or having been engaged in a trade or business in the United States or maintaining having or having had a permanent establishment or being physically present in, in the Relevant Taxing Jurisdiction or otherwise Jurisdiction; (b) having some present a current or former connection with the Relevant Taxing Jurisdiction (other than a connection arising solely as a result of the holding or ownership of such Notes, the Security or the collection receipt of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, any payment or the enforcement of any rights hereunder), including being or having been a citizen or resident of the Security Relevant Taxing Jurisdiction; (c) being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax; (iid) where presentation is requiredbeing or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the Security was presented more than 30 days after “Code”) or any successor provision; or (e) being or having been a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the date such payment became due ordinary course of its trade or was provided forbusiness, whichever is lateras described in section 881(c)(3)(A) of the Code or any successor provisions; (2) to any Holder that is not the sole Beneficial Owner of such Notes, or a portion of such Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a Beneficial Owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a Beneficial Owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, Beneficial Owner or member received directly its beneficial or distributive share of the payment; (3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person to (a) submit an applicable United States Internal Revenue Service (“IRS”) Form W-8 (with any required attachments) to establish the status as a non-United States person as required for purposes of the portfolio interest exemption or IRS Form W-9 to establish the status as a United States person, or comply with other certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction of the Holder or Beneficial Owner of such Notes, if compliance is required by statute, by regulation of the Relevant Taxing Jurisdiction or by an applicable income tax treaty to which the Relevant Taxing Jurisdiction is a party as a precondition to exemption from such tax, assessment or other governmental charge or (b) comply with any informational gathering and reporting requirements or take any similar action (including entering into any agreement with the IRS), in each case, that are required to obtain the maximum available exemption from withholding tax by a Relevant Taxing Jurisdiction that is attributable available to payments received by or on behalf of the Holder; (4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment; (5) to any tax, assessment or other governmental charge that would not have been imposed or withheld but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later; (6) to any estate, inheritance, gift, sales, excise, transfer, excisewealth, capital gains or personal property tax or similar tax, levy, impost assessment or other governmental charge; (37) if to any withholding tax or deduction that is attributable to any tax, levy, impost or charge which is payable otherwise than by withholding from imposed on a payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding that is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal European Council of December 17Directive 2003/48/EC or any other Directive amending, 2014supplementing or replacing such Directive, or otherwise changing the Swiss federal withholding tax system from an issuer-based system any law implementing or complying with, or introduced in order to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest paymentsconform to, such Directive or Directives; (7) if 8) to any withholding tax tax, assessment or deduction is other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note, if such payment can be made in respect of without such withholding by at least one other paying agent; (9) to any tax, dutyassessment or other governmental charge that would not have been imposed or levied 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; (10) to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the Beneficial Owner being a bank (i) purchasing such Notes in the ordinary course of its lending business or (ii) that is neither (A) buying such Notes for investment purposes only nor (B) buying such Notes for resale to a third-party that either is not a bank or holding such Notes for investment purposes only; (11) to any tax, assessment or other governmental charge imposed or withheld pursuant to Sections under sections 1471 through 1474 of the Code, Code as of the issue date hereof (or any amended or successor versionprovisions), any current or future U.S. Treasury Regulations issued thereunder regulations or any official interpretation interpretations thereof, any agreement entered into pursuant to Section section 1471(b) of the Code, 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 sections of the Code; or (8) 12) in the case of any combination of the instances described clauses (1) through (11) of this Section 3.09. The Notes are subject in the preceding clauses. (b) With respect all cases to clause (a)(5) aboveany tax, in the absence of evidence satisfactory fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as specifically provided under this Section 3.09, the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts will not be required to be withheld. The Company or the applicable Guarantor also will not pay make any Additional Amounts to payment for any holder who is a fiduciary or partnership tax, assessment or other than the sole beneficial owner of the Security to the extent that a beneficiary or settlor with respect to such fiduciary, governmental charge imposed by any government or a member political subdivision or taxing authority of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member in any government or beneficial owner been the holder of the Securitypolitical subdivision.

Payment of Additional Amounts. (a) The Company shall pay any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amount, redemption price and interest (if any), on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instances:: Table of ContentsTable of Contents (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levy, impost or charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding tax or deduction is required to be made pursuant to laws enacted an agreement between Switzerland and another country or countries on final withholding taxes levied by Switzerland providing for the taxation Swiss paying agents in respect of payments according to principles similar to those laid down persons resident in the draft legislation other country on income of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a such person other than the issuer is required to withhold tax on any interest paymentsSecurities booked or deposited with a Swiss paying agent (Abgeltungssteuer), and such holder of a Security chooses not to provide the certification, documentation or other information that would eliminate such withholding or deduction; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version), current or future U.S. Treasury Regulations issued thereunder or any official interpretation 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 (8) any combination of the instances described in the preceding clauses. (b) With respect to clause (a)(55) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it us we may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor We also will not pay any Additional Amounts to any holder who is a fiduciary or partnership or other than the sole beneficial owner of the Security to the extent that a beneficiary or settlor with respect to such fiduciary, or a member of such partnership or a beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of the Security.. Table of ContentsTable of Contents Article 13

Payment of Additional Amounts. All payments made by the Company or on its behalf or a successor thereto (aeach, a “Payor”) The Company shall pay any amounts due under, or with respect to to, the Securities Notes will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, assessment or other governmental charge of whatever nature (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”), unless the Guarantors will pay withholding or deduction of such Taxes is then required by law or the interpretation or administration thereof. If, at any amounts due with respect to the Securities Guarantees without time, any deduction or withholding for for, or on account of, any and all present and future withholding taxesTaxes imposed, leviesestablished, imposts and charges (a “withholding tax”) imposed levied, collected or assessed by or for on behalf of (1) Argentina or any political subdivision or Governmental Authority thereof or therein having the account power to tax, (2) any jurisdiction from or through which payment on the Notes is made by or on behalf of the Cayman IslandsPayor, Switzerland or any political subdivision or Governmental Authority thereof or therein having the power to tax, (3) any other jurisdiction in which either the Company a Payor is organized, engaged in business or a Guarantor is a otherwise resident for tax purposes purposes, or any political subdivision or taxing Governmental Authority thereof or therein having the power to tax or (4) following the consummation of any transaction described under Section 8.1, the jurisdiction under the laws of which the Company or the surviving entity thereof, as the case may be, is organized (or, in each case, any political subdivision or authority thereof or therein) having power to tax (each of such jurisdiction clause (the 1), (2), (3) and (4), a “Relevant Taxing Jurisdiction”)) will be required from any payments made with respect to the Notes, unless such withholding including payments of principal, premium, if any, redemption price or deduction is required by law. If such deduction or withholding is at any time requiredinterest, the Company or Payor will pay (together with such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay payments) such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that the net amounts paid to received by the holder Holders of the Notes after such withholding or the Trustee after deduction (including any such deduction or withholding will from such Additional Amounts) in respect of such Taxes shall equal the principal amount, redemption price and interest (if any), on respective amounts which would have been receivable by each Holder in respect of such payments in the Securities. However, neither the Company nor any Guarantor will pay any absence of such withholding or deduction; provided that no such Additional Amounts in the following instanceswill be payable with respect to: (1) if any withholding Taxes that would not be payable have been so imposed, deducted or due withheld but for the fact that (i) existence of any present or former connection between the holder relevant Holder or beneficial owner of a Security Note (or between a fiduciary, settlor, beneficiary ofbeneficiary, member member, partner or shareholder of, the holderrelevant Holder or beneficial owner, if the holder relevant Holder or beneficial owner is an estate, nominee, trust, limited liability company, partnership or corporation), is ) and the Relevant Taxing Jurisdiction (including being a domiciliary, citizen or resident or national or resident domiciliary of, or engaging in carrying on a business or maintaining a permanent establishment or being physically present inthat is the holder of the Notes in the Relevant Taxing Jurisdiction), the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding mere ownership, holding, purchase or ownership disposition of the Security such Note or the collection receipt of principal amount, redemption price, repurchase price and interest (if any), such payment in accordance with the terms of the Securities and this Indenturerespect thereof, or the exercise or enforcement of any rights under the Security Notes or the Indenture; (ii2) any Taxes which are imposed, payable or due because definitive Notes are presented for payment (where presentation is required, the Security was presented ) more than 30 days after the later of (a) the date such payment became was due or was provided for, whichever is later; and (2b) if any withholding tax is attributable the full amount payable has not been received by the Trustee on or prior to any estatesuch due date, inheritancethe date on which, giftthe full amount having been so received, sales, transfer, excise, personal property or similar tax, levy, impost or chargenotice to that effect will have been given to the Holders by the Trustee; except for Additional Amounts with respect to Taxes that would have been imposed had the Holder presented the Note for payment during such 30-day period; (3) if any withholding tax is attributable to any tax, levy, impost Taxes that are imposed or charge which is payable otherwise than withheld by withholding from payment reason of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure of the Holder or beneficial owner of a Note to comply comply, at the Company’s written request, with any certification, identification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this (a) such compliance is required or imposed by statute a statute, treaty or by regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to relief exemption from, or exemption from reduction in the rate of deduction or withholding of, such Taxes, and (b) the Company has given the Holder or the beneficial owner at least 30 days’ notice that the Holder or beneficial owner will be required to so comply; (4) any Note presented for payment (where presentation is required) at an office of a paying agent in Argentina (provided that the Notes can also be presented at an office of a paying agent outside of Argentina without any such withholding taxor deduction); (5) any Taxes payable otherwise than by withholding or deduction from payments on or with respect to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing JurisdictionNotes; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge Taxes imposed or withheld pursuant to Sections 1471 through 1471-1474 of the Code, as of the date hereof U.S. Internal Revenue Code (or any amended or successor versionversion that is substantively comparable and not materially more onerous to comply with), current or future the U.S. Treasury Regulations issued regulations thereunder or and any other official interpretation thereofguidance thereunder (“FATCA”), 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 with respect to FATCA, or any law, regulation or other official guidance enacted in connection with the implementation of any jurisdiction implementing, or relating to, FATCA, or any such Sections intergovernmental agreement; (7) any Taxes levied and/or applicable to payments made to Argentine taxpayers subject to inflation adjustment rules as provided for in Title VI of the CodeArgentine Income Tax Law; (8) any estate, inheritance, gift, value added, personal property, sales, use, excise, transfer or other similar Tax imposed with respect to such payment; or (8) 9) any combination of the instances described in the preceding clauses. (b1), (2), (3), (4), (5), (6), (7) With or (8) above. No Additional Amounts shall be paid with respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that any payment on a holder of a Security is entitled Note to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder who Holder that is a fiduciary or partnership or other than the sole beneficial owner of the Security such payment to the extent that a beneficiary or settlor settler with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereof, would not have been entitled to receive the payment of such Additional Amounts had such beneficiary, settlorsettler, member or beneficial owner been the holder direct Holder. References herein and in the Notes to the payment of principal (and premium, if any), Redemption Price, interest or any other amounts payable with respect to any Notes shall include the payment of Additional Amounts if Additional Amounts are, were or would be payable in respect thereof, even where Additional Amounts are not specifically mentioned. The Company shall pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, payable in Argentina, Luxembourg, Belgium, the United Kingdom or the United States or any authority of or in the foregoing in respect of the Securitycreation, issue and offering of the Notes.

Payment of Additional Amounts. (a) The Company shall pay any amounts due Except to the extent otherwise specified with respect to a particular series of Securities, all payments of principal of and premium, if any, interest and any other amounts on, or in respect of, the Securities and of any series shall be made by the Guarantors will pay Issuer without withholding or deduction at source for, or on account of, any amounts due with respect present or future taxes, fees, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of The Netherlands, or the jurisdiction of residence or incorporation of any successor to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxesIssuer, levies, imposts and charges (a “withholding tax”) imposed by or for the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes or any political subdivision or taxing authority of such jurisdiction thereof or therein (the “Taxing Jurisdiction”), 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 (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 a Taxing Jurisdiction). If a withholding or deduction at source is required by law. If such deduction or withholding is at any time required, the Company or such GuarantorIssuer shall, as applicablesubject to certain limitations and exceptions set forth below, will, pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a any such Security with any relevant administrative requirements), pay appertaining thereto such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so that the every net amounts paid payment of principal, premium, if any, interest or any other amount made to the holder or the Trustee such Holder, after such deduction withholding or withholding will equal deduction, shall not be less than the principal amountamount provided for in such Security, redemption price and interest (if any)this Indenture to be then due and payable; provided, however, that the Issuer shall not be required to make payment of such additional amounts for or on the Securities. However, neither the Company nor any Guarantor will pay any Additional Amounts in the following instancesaccount of: (1a) if any withholding such tax, assessment or other governmental charge that would not be payable or due have been so imposed but for the fact that (i) the holder existence of a Security any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, the holdershareholder, if the holder such Holder is an estate, a trust, a partnership or a corporation)) and The Netherlands and its possessions or any other Taxing Jurisdiction, is including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a domiciliary, national citizen or resident ofthereof, being or having been engaged in a trade or business or present therein or having, or engaging in business or maintaining having had, a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security therein or (ii) the presentation, where presentation is required, by the Holder of a Security was presented for payment on a date more than 30 days after the date on which such payment became due and payable or was the date on which payment thereof is duly provided for, whichever is occurs later; (2b) if any withholding tax is attributable to any capital gain, estate, inheritance, gift, salessale, transfer, excise, personal property or similar tax, levy, impost assessment or other governmental charge; (3c) if any withholding tax is attributable to any tax, levy, impost assessment or other governmental charge which that is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any)payments on or with respect to the Securities; (4d) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation assessment or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance governmental charge that is required by statute or by regulation as imposed on a precondition payment to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding an individual and that is required to be made pursuant to laws enacted by Switzerland providing for European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN council meeting of November 26 – 27, 2000 on the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014savings income, or otherwise changing the Swiss federal withholding tax system from an issuer-based system any law implementing or complying with, or introduced in order to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest paymentsconform to, such directives; (7e) if any withholding tax assessment or deduction is other governmental charge required to be withheld by any paying agent from any payment of principal or other amounts payable, or interest on the Securities, to the extent that such payment can be made in respect without such withholding by presentation of the Securities to any other paying agent; (f) any tax, duty, assessment or other governmental charge that is imposed or withheld pursuant to Sections 1471 through 1474 by reason of the Codefailure by the Holder or the beneficial owner of such Security to comply with any reasonable request by the Issuer addressed to the Holder or, as if different, the direct nominee of a beneficiary of the date hereof payment, within 90 days of such request (A) to provide information or certification concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any amended declaration or successor versionother similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), current is required or future U.S. Treasury Regulations issued thereunder imposed by statute, treaty, regulation or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) administrative practice of the Code, relevant Taxing Jurisdiction as a precondition to exemption from all or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation part of such Sections of the Codetax, assessment or other governmental charge; or (8) g) any combination of the instances described in the preceding clauses. items (a), (b), (c), (d), (e) With and (f); nor shall additional amounts be paid with respect to clause (a)(5) aboveany payment of the principal of, in the absence of evidence satisfactory to the Company or the applicable Guarantorpremium, it may conclusively presume that a holder of a if any, interest or any other amounts on, any such Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder Holder who is a fiduciary or fiduciary, a partnership or any other Person, other than the sole beneficial owner of the such Security to the extent that such payment would be required by the laws of the relevant Taxing Jurisdiction to be included in the income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereof, who would not have been entitled to such additional amounts had it been the Holder of the Security. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder mention shall be deemed to include mention of the Securitypayment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (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. 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 Issuer shall furnish to the Trustee and the principal paying agent, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such paying agent 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 3.07. If any such withholding shall be required, 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 Issuer agrees to pay to the Trustee or such paying agent the additional amounts required by this Section 3.07. The Issuer 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 Officers’ Certificate furnished pursuant to this Section 3.07.

Payment of Additional Amounts. (a) The Company shall pay If any amounts due with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and or future withholding taxes, leviesduties, imposts and assessments, fees or other governmental charges of (x) Bermuda or any political subdivision or governmental authority thereof or therein having power to tax, (y) any jurisdiction from or through which payment on the Notes is made by the Company or a “withholding tax”) successor corporation, or its paying agent in its capacity as such or any political subdivision or governmental authority thereof or therein having the power to tax (except for any tax imposed by the United States or for any political subdivision or governmental authority thereof or jurisdiction having the account power to tax therein, provided however that at the time of the Cayman Islands, Switzerland relevant payment there is at least one Paying Agent located outside of the United States) or (z) any other jurisdiction in which either the Company or a Guarantor successor corporation is organized or taxed as a resident for tax purposes resident, or in which the Company has its, or a successor corporation has its, principal place of business, or any political subdivision or taxing governmental authority of thereof or therein having the power to tax in that jurisdiction shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the “Taxing Jurisdiction”), unless such withholding Company or deduction is required by law. If such deduction or withholding is at any time requireda successor corporation under the Notes, the Company or a successor corporation will pay to each Holder of the Notes as additional interest, such Guarantor, as applicable, will, to the fullest extent allowed by law (subject to compliance by the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that the net amounts paid to the such holder or the Trustee of such Notes after such deduction or withholding will equal withholding, shall be not less than the principal amountamount specified in such Notes to which such Holder is entitled; provided, redemption price and interest (if any)however, on the Securities. However, neither that the Company nor or a successor corporation shall not be required to make any Guarantor will pay any payment of Additional Amounts in the following instancesfor or on account of: (1a) if any withholding Any tax, duty, assessment, fee or other governmental charge that would not be payable or due have been imposed but for the fact that (i) the holder existence of a Security any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary ofbeneficiary, member or shareholder of, the holderor possessor of a power over, such Holder, if the holder such Holder is an estate, trust, partnership partnership, limited liability company or corporation)) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, is including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a domiciliary, national citizen or resident of, thereof or engaging being or having been present or engaged in a trade or business therein or maintaining having or having had a permanent establishment or being physically present intherein, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) the presentation of a Note (where presentation is required, the Security was presented ) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or was (y) the date on which payment thereof is duly provided for, whichever is occurs later; (2b) if any withholding tax is attributable to any Any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost assessment or other governmental charge; (3c) if any withholding tax is attributable to any Any tax, levy, impost or charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge that is imposed or withheld pursuant to Sections 1471 through 1474 by reason of the Code, as failure by the Holder or the beneficial owner of the date hereof Note to comply with a request of the Company addressed to the Holder (i) to provide timely or accurate information, documents or other evidence concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make and deliver any amended valid or successor versiontimely declaration or other similar claim (other than a claim for refund of a tax, assessment or other governmental charge withheld by the Company) or satisfy any information or reporting requirements, which, in the case of (i) or (ii), current is required or future U.S. Treasury Regulations issued thereunder imposed by a statute, treaty, regulation or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) administrative practice of the Code, taxing jurisdiction as a precondition to exemption from all or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation part of such Sections of the Codetax, assessment or other governmental charge; or (8) any d) Any combination of the instances described in the preceding clauses. items (a), (b) With respect to clause and (a)(5c) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume ; provided that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any such Additional Amounts to any holder who is a fiduciary or partnership or other than will also not be payable where, had the sole beneficial owner of the Security to Note been the extent that a beneficiary or settlor with respect to such fiduciaryHolder of the Note, or a member of such partnership or a beneficial owner thereof, it would not have been entitled to payment of Additional Amounts by reason of clauses (a) through (d) (inclusive) of this Section 5.3. The Company shall provide the Trustee with the official acknowledgment of the relevant taxing authority (or, if such acknowledgment is not available, a certified copy thereof) or other evidence reasonably satisfactory to the Trustee evidencing the payment of the withholding taxes, if any, by the Company. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. All references in this Indenture to principal of and interest on the Notes shall include any Additional Amounts had payable by the Company in respect of such beneficiaryprincipal and such interest. The Company will pay any present or future stamp, settlorcourt or documentary taxes or any other excise or property taxes, member charges or beneficial owner been similar levies that arise from the holder execution, delivery, enforcement or registration of the Securitynotes or any other document or instrument in relation thereto.

Payment of Additional Amounts. (a) The Company shall pay Issuer will make all payments of principal of and premium, if any, interest and any other amounts due with on, or in respect to of, the Securities and the Guarantors will pay without withholding or deduction at source for, or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, leviesfees, imposts and duties, assessments or governmental charges (a “withholding tax”) of whatever nature imposed or levied by or for on behalf of [the account Republic of the Cayman Islands, Switzerland India] or any other jurisdiction in which either the Company or Issuer is organized (a Guarantor is a resident for tax purposes "taxing jurisdiction") or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”)thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be 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 such laws, regulations or rulings (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). If a withholding or deduction at source is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, Issuer will, subject to certain limitations and exceptions described below, pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a any Security with any relevant administrative requirements), pay additional amounts (the “such Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, Amounts as may be necessary so that the every net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amountpayment of principal, redemption price and interest (premium, if any), on interest or any other amount made to such Holder, after the Securitieswithholding or deduction, will not be less than the amount provided for in such Security or in the indenture to be then due and payable. However, neither the Company nor any Guarantor The Issuer will not be required to pay any Additional Amounts in the following instancesfor or on account of: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyfee, impost duty, assessment or governmental charge of whatever nature which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax 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 any political subdivision thereof or otherwise had some connection with the relevant taxing jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security 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, where presentation is required, such Security for payment more than 30 days after the date on which the payment in respect of such Security became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such additional amounts if it had presented such Security for payment on any day within that 30-day period; (2) any estate, inheritance, gift, sale, transfer, capital gains, stamp, personal property or similar tax, duty assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder of such Security to comply with certification, information, documentation or other reporting requirements any reasonable request by us addressed to the Holder within 90 days of such request (a) to provide information concerning the nationality, residenceresidence or identity of the Holder or (b) to make any declaration or other similar claim or satisfy any information or reporting requirement, identity which is required or connections with imposed by statute, treaty, regulation or administrative practice of the relevant tax authority of the holder taxing jurisdiction or beneficial owner of the Security, if this compliance is required by statute or by regulation any political subdivision thereof as a precondition to relief or exemption from all or part of such withholding tax, assessment or other governmental charge; (54) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is or deduction required to be made pursuant to laws enacted by Switzerland providing for EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of payments according to principles similar to those laid down savings income in the draft legislation form of interest payments (the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version"EU Directive"), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal law implementing or regulatory legislationcomplying with, rules or practices adopted pursuant introduced in order to any intergovernmental agreement entered into in connection with the implementation of conform to such Sections of the CodeEU Directive; or (8) 5) any combination of items (1), (2), (3) and (4). In addition, the instances described in the preceding clauses. (b) With respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also Issuer will not pay any Additional Amounts with respect to any holder payment of 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 if such payment would be required by the Security laws of the relevant taxing jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the extent that income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereofto the extent such beneficiary, partner or settlor would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the holder Holder of the Security.

Payment of Additional Amounts. (a) The Company shall pay Issuer will make all payments of principal of, interest and any other amounts due with on, or in respect to of, the Securities and the Guarantors will pay without withholding or deduction at source for, or on account of, any amounts due with respect to the Securities Guarantees without deduction present or withholding for any and all present and future withholding taxes, levies, imposts and or governmental charges (a “withholding tax”) imposed or levied by or for on behalf of a Taxing Jurisdiction, unless such taxes or governmental charges are required to be withheld or deducted by (x) the account laws (or any regulations or rulings promulgated thereunder) of Bermuda, the Cayman Islands, Switzerland United Kingdom or any other jurisdiction in which either the Company Issuer is organized or a Guarantor is otherwise considered to be a resident for tax purposes purposes, or any other jurisdiction from which or through which a payment on the Securities is made by the Issuer (each, 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 such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction (the “or by a taxing authority in a Taxing Jurisdiction”Jurisdiction or any political subdivision thereof), unless such . If a withholding or deduction at source is required by law. If such deduction or withholding is at any time required, the Company or such Guarantor, as applicable, Issuer will, subject to certain limitations and exceptions described below, pay to the fullest extent allowed by law (subject to compliance by the holder Holder of a any Security with any relevant administrative requirements), pay additional amounts (the “such Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, Amounts as may be necessary so that the net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amountany payment of principal, redemption price and interest (premium, if any, interest or any other amount made to such Holder (including any such withholding or deduction from such Additional Amounts), on after the Securitieswithholding or deduction, will not be less than the amount provided for in such Security or in the indenture to be then due and payable. However, neither the Company nor any Guarantor The Issuer will not be required to pay any Additional Amounts in the following instancesfor or on account of: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyfee, impost duty, assessment or governmental charge of whatever nature which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax 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 any political subdivision thereof or otherwise had some connection with the relevant Taxing Jurisdiction other than by reason of the mere ownership of, or receipt of payment under, such Security, (b) presented, where presentation is required, such Security 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, where presentation is required, such Security for payment more than 30 days after the date on which the payment in respect of such Security became due and payable or provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts if it had presented such Security for payment on any day within that 30-day period; (2) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; (3) any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure by the Holder or beneficial owner of such Security to comply with certification, information, documentation or other reporting requirements any reasonable request by us addressed to the Holder within 90 days of such request (a) to provide information concerning the nationality, residenceresidence 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, identity which is required or connections with imposed by statute, treaty, regulation or administrative practice of the relevant tax authority of the holder Taxing Jurisdiction or beneficial owner of the Security, if this compliance is required by statute or by regulation any political subdivision thereof as a precondition to relief or exemption from all or part of such withholding tax, assessment or other governmental charge; (4) any tax, fee, duty, assessment or government charge imposed under FATCA; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdiction; (6) if any withholding is or deduction required to be made pursuant to laws enacted by Switzerland providing for EU Council Directive 2003/48/EC of 3 June 2003 on the taxation of payments according to principles similar to those laid down savings income in the draft legislation form of interest payments (the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, duty, assessment or other governmental charge imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version“EU Directive”), current or future U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal law implementing or regulatory legislationcomplying with, rules or practices adopted pursuant introduced in order to any intergovernmental agreement entered into in connection with the implementation of conform to such Sections of the Code; EU Directive; or (8) 6) any combination of items (1), (2), (3), (4) and (5). In addition, the instances described in the preceding clauses. (b) With respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also Issuer will not pay any Additional Amounts with respect to any holder payment of 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 if such payment would be required by the Security laws of the relevant Taxing Jurisdiction (or any political subdivision or relevant taxing authority thereof or therein) to be included in the extent that income for tax purposes of a beneficiary or partner or settlor with respect to such fiduciary, fiduciary or a member of such partnership or a beneficial owner thereofto the extent such beneficiary, partner or settlor would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlor, member or beneficial owner it been the holder Holder of the Security. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, any Security of any series or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of Additional Amounts (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. Prior to the date on which the payment of any Additional Amounts is due, the Issuer will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable on the applicable payment date and setting forth by Taxing Jurisdiction the amounts, if any, required to be withheld on such payments to such Holders of Securities and the Issuer agrees to pay to the Trustee or such Paying Agent the Additional Amounts required by Section 3.7. The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein.

Payment of Additional Amounts. (a) The Company shall pay make all payments of principal, premium, if any, interest and any other amounts due on, or in respect of, the Notes 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 imposed or levied with respect to the Securities and the Guarantors will pay any amounts due with respect to the Securities Guarantees without deduction or withholding for any and all present and future withholding taxespayments made by Allied World Assurance Company Holdings, levies, imposts and charges (a “withholding tax”) imposed Ltd by or for the account on behalf of the Cayman Islands, Switzerland Bermuda or any other jurisdiction in which either the Company is organized or a Guarantor is otherwise considered to be a resident for tax purposes or any other jurisdiction from which or through which a payment on the Notes is made by Allied World Assurance Company Holdings, Ltd (a "taxing jurisdiction") or any political subdivision or taxing authority of such jurisdiction (the “Taxing Jurisdiction”)thereof or therein, unless such taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted at source by (a) the laws (or any regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision or taxing authority thereof or therein or (b) 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 a taxing jurisdiction or any political subdivision thereof). If a withholding or deduction at source is required by law. If such deduction or withholding is at any time required, the Company or such Guarantorshall, as applicablesubject to certain limitations and exceptions described below, will, pay to the fullest extent allowed by law (subject to compliance by recipient of any payment described in the holder of a Security with any relevant administrative requirements), pay additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, preceding sentence as may be necessary so that the every net amounts paid to the holder or the Trustee after such deduction or withholding will equal the principal amountpayment of principal, redemption price and interest (premium, if any, interest or Additional Amounts, if any, or any other amount made to such person, after the withholding or deduction (including any such withholding or deduction from such Additional Amounts), on will not be less than the Securitiesamount provided for in such Note or in this Indenture to be then due and payable. However, neither the The Company nor any Guarantor will shall not be required to pay any Additional Amounts in the following instancesfor or on account of: (1) if any withholding would not be payable or due but for the fact that (i) the holder of a Security (or a fiduciary, settlor, beneficiary of, member or shareholder of, the holder, if the holder is an estate, trust, partnership or corporation), is a domiciliary, national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise having some present or former connection with the Taxing Jurisdiction other than the holding or ownership of the Security or the collection of principal amount, redemption price, repurchase price and interest (if any), in accordance with the terms of the Securities and this Indenture, or the enforcement of the Security or (ii) where presentation is required, the Security was presented more than 30 days after the date such payment became due or was provided for, whichever is later; (2) if any withholding tax is attributable to any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levyfee, impost duty, assessment or governmental charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax whatever nature that would not have been imposed but for the failure to comply with certificationfact that such recipient or a note Holder: 1. was a resident, informationdomiciliary or national of, documentation or other reporting requirements concerning engaged in business or maintained a permanent establishment or was physically present in, the nationality, residence, identity relevant taxing jurisdiction or connections any political subdivision thereof or otherwise had some connection with the relevant tax authority taxing jurisdiction other than by reason of the holder mere ownership of, or beneficial owner receipt of payment under, such Note, 2. presented, where presentation is required, such Note for payment in the Securityrelevant taxing jurisdiction or any political subdivision thereof, unless such note could not have been presented for payment elsewhere, or 3. presented, where presentation is required, such Note 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 recipient or Holder would have been entitled to such Additional Amounts if this compliance is required by statute or by regulation as a precondition to relief or exemption from it had presented such withholding taxnote for payment on any day within that 30-day period; (5ii) to the extent a holder of a Security is entitled to a refund any estate, inheritance, gift, sale, transfer, personal property or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing Jurisdictionsimilar tax, assessment or other governmental charge; (6iii) if any withholding is required to be made pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation of the Swiss Federal Council of December 17, 2014, or otherwise changing the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments; (7) if any withholding tax or deduction is required to be made in respect of any tax, fee, duty, assessment or other governmental charge that is imposed or withheld pursuant to Sections 1471 through 1474 by reason of the Codefailure by such recipient the Holder of such note to comply with any reasonable request by us addressed to the holder within 90 days of such request, or, if earlier, by such due date as provided by applicable law: 1. to provide information concerning the nationality, residence or identity of such recipient or the Holder; or 2. to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the date hereof (relevant taxing jurisdiction or any amended political subdivision thereof as a precondition to exemption from all or successor version)part of such tax, current fee, duty, assessment or future U.S. Treasury Regulations issued thereunder other governmental charge; (iv) any withholding or any official interpretation thereof, any agreement entered into pursuant deduction required to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted be made pursuant to any intergovernmental agreement entered into in connection with EU Directive on the implementation taxation of such Sections savings implementing the conclusions of the CodeECOFIN Council meetings of 26-27 November 2000, 3 June 2003 or any law implementing or complying with, or introduced in order to conform to, such EU Directive; or (8) v) any combination of the instances described in the preceding clauses. items (b1), (2), (3) With respect to clause and (a)(5) above4). In addition, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also we will not pay additional amounts with respect to any Additional Amounts payment of principal of, or premium, if any, interest or any other amounts on, any such note to any holder who is a fiduciary or partnership fiduciary, partnership, limited liability company that is fiscally transparent, other fiscally transparent entity or other than the sole beneficial owner of the Security such note to the extent that a beneficiary or such beneficial owner, settlor with respect to such fiduciary, or a partner of such partnership, member of such partnership limited liability company or a beneficial owner thereof, of such fiscally transparent entity would not have been entitled to the payment of such Additional Amounts additional amounts had such beneficiary, settlor, member or beneficial owner it been the holder of the Securitynote. Moreover, Allied World Assurance Company Holdings, Ltd shall not provide any indemnification to the extent that any fiduciary, partnership, limited liability company treated as fiscally transparent, other fiscally transparent entity or other than the sole beneficial owner of such note fails to withhold or deduct any amounts so required by any relevant taxing jurisdiction.

Payment of Additional Amounts. (a) The Company If specified pursuant to Section 301, the provisions of this Section 1011 shall pay be applicable to Securities of any amounts due series. All payments made by or on behalf of the Companies or by Parent under or with respect to any Guarantee (each of the Securities Companies or Parent and, in each case, any successor thereof, making such payment, the “Payor”) in respect of the Securities, will be made free and clear of and without withholding or deduction for, or on account of, any present or future tax, duty, levy, assessment or other governmental charge, including any related interest, penalties or additions to tax (“Taxes”), unless the Guarantors will pay withholding or deduction of such Taxes is then required by law. If any amounts due with respect to the Securities Guarantees without deduction or withholding for for, or on account of, any and all present and future withholding taxes, levies, imposts and charges (a “withholding tax”) Taxes imposed or levied by or for on behalf of: (1) any jurisdiction (other than the account of the Cayman Islands, Switzerland or any other jurisdiction in which either the Company or a Guarantor is a resident for tax purposes United States or any political subdivision or taxing governmental authority thereof or therein having the power to tax) from or through which payment is made by or on behalf of such any Payor or any political subdivision or governmental authority thereof or therein having the power to tax (including the jurisdiction of the paying agent); or (2) any other jurisdiction (other than the United States or any political subdivision or governmental authority thereof or therein having the power to tax) in which a Payor is incorporated or organized, engaged in business for tax purposes, or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law. If such deduction or withholding is will at any time required, be required by law to be made from any payments made by or on behalf of any Payor or the Company paying agent with respect to any Security or such GuarantorGuarantee, as applicable, willincluding (without limitation) payments of principal, to redemption price, interest or premium, if any, the fullest extent allowed by law Payor will pay (subject to compliance by the holder of a Security together with any relevant administrative requirements), pay such payments) such additional amounts (the “Additional Amounts”) in respect of principal amount, redemption price and interest (if any), in accordance with the terms of the Securities and this Indenture, as may be necessary so in order that the net amounts paid to the holder or the Trustee received in respect of such payments, after such withholding or deduction (including any such withholding or withholding will equal the principal amount, redemption price and interest (if anydeduction from such Additional Amounts), will not be less than the amounts that would have been received in respect of such payments on any such Security or Guarantee in the Securities. Howeverabsence of such withholding or deduction; provided, neither the Company nor any Guarantor will pay any however, that no such Additional Amounts in the following instanceswill be payable for or on account of: (1) if any withholding Taxes, to the extent such Taxes would not be payable or due have been so imposed but for the fact that (i) existence of any present or former connection between the relevant holder of a Security (or between a fiduciary, settlor, beneficiary ofbeneficiary, member member, partner or shareholder of, or possessor of power over the relevant holder, if the relevant holder is an estate, nominee, trust, partnership partnership, limited liability company or corporation)) and the Relevant Taxing Jurisdiction (including, is being resident for tax purposes, or being a domiciliary, national citizen or resident or national of, or engaging in carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction Jurisdiction) but excluding, in each case, any connection arising solely from the acquisition, ownership or otherwise having some present holding of such Security or former connection with the Taxing Jurisdiction other than receipt of any payment or the holding exercise or ownership enforcement of rights under such Security or Guarantee or the Indenture; (2) any Taxes, to the extent such Taxes are imposed or withheld by reason of the failure by the holder or the beneficial owner of the Security to comply with a reasonable written request of the Payor addressed to the holder or the collection of principal amountbeneficial owner, redemption price, repurchase price and interest after reasonable notice (if anyat least 30 days before any such withholding or deduction would be payable), in accordance with to provide certification, information, documents or other evidence concerning the terms nationality, residence or identity of the Securities and this Indentureholder or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters, which is required by a statute, treaty, regulation or administrative practice of the enforcement Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes, but, in each case, only to the extent the holder or beneficial owner is legally entitled to do so; (3) any Taxes, to the extent such Taxes are imposed as a result of the presentation of the Security or (ii) where presentation is required, the Security was presented for more than 30 days after the later of the applicable payment date or the date the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Security been presented on the last day of such payment became due or was provided for, whichever is later30 day period); (24) if any Taxes that are payable otherwise than by deduction or withholding tax is attributable from a payment with respect to the Securities or any Guarantee; (5) any estate, inheritance, gift, sales, excise, transfer, excise, personal property or similar tax, levy, impost or charge; (3) if any withholding tax is attributable to any tax, levy, impost or charge which is payable otherwise than by withholding from payment of principal amount, redemption price, repurchase price and interest (if any); (4) if any withholding tax would not have been imposed but for the failure to comply with certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the relevant tax authority of the holder or beneficial owner of the Security, if this compliance is required by statute or by regulation as a precondition to relief or exemption from such withholding tax; (5) to the extent a holder of a Security is entitled to a refund or credit in such Taxing Jurisdiction of amounts required to be withheld by such Taxing JurisdictionTaxes; (6) if any withholding is required Taxes to be made pursuant to laws enacted the extent that such Taxes are withheld by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation application of the Swiss Federal Council Luxembourg law of December 1723, 20142005, or otherwise changing as amended (the Swiss federal withholding tax system from an issuer-based system to a paying‑agent‑based system pursuant to which a person other than the issuer is required to withhold tax on any interest payments“2005 Law”); (7) if any withholding tax or deduction is required to be made in respect of any taxTaxes imposed, duty, assessment or other governmental charge imposed deducted or withheld pursuant to Sections section 1471(b) of the U.S. Internal Revenue Code or otherwise imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code, in each case, as of the date hereof Issue Date (or and any amended or successor versionversion that is substantively comparable), any current or future U.S. Treasury Regulations issued thereunder regulations or agreements thereunder, official interpretations thereof or any official interpretation 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 law implementing an intergovernmental agreement entered into in connection with the implementation of such Sections of the Coderelating thereto (“FATCA”); or (8) any combination of the instances described in the preceding clauses. items (b1) With through (7) above. In addition, no Additional Amounts shall be paid with respect to clause (a)(5) above, in the absence of evidence satisfactory to the Company or the applicable Guarantor, it may conclusively presume that a holder of a Security is entitled to a refund or credit of all amounts required to be withheld. The Company or the applicable Guarantor also will not pay any Additional Amounts to any holder Holder who is a fiduciary or a partnership or any Person other than the sole beneficial owner of the Security Securities, to the extent that a the beneficiary or settlor settler with respect to such fiduciary, or a the member of such partnership or a the beneficial owner thereof, would not have been entitled to the payment of such Additional Amounts had such beneficiary, settlorsettler, member or beneficial owner been held such Securities directly. The Payor will (i) make any required withholding or deduction and (ii) remit the holder full amount deducted or withheld to the relevant tax authority in accordance with applicable law. The Payor will provide certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each relevant tax authority imposing such Taxes, or if such tax receipts are not available, certified copies of other reasonable evidence of such payments as soon as reasonably practicable. Such copies shall be made available to the Holders upon reasonable request and will be made available at the designated corporate trust office of the Paying Agent. If a Payor is obligated to pay Additional Amounts with respect to any payment made on any Security, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable and such other information necessary to enable the paying agent to pay Additional Amounts on the relevant payment date (unless such obligation to pay Additional Amounts arises less than 30 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable thereafter). The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. Wherever in this Indenture, any applicable supplemental indenture or the Securities there is mentioned, in any context: (1) the payment of principal; (2) interest; or (3) any other amount payable on or with respect to any of the Securities, such reference shall be deemed to include payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The Payor will pay and indemnify each Holder for any present or future stamp, issue, registration, court or documentary taxes, or charges or similar levies (including any related interest or penalties with respect thereto) or any other excise or property taxes, charges or similar taxes (including any related penalties or interest with respect thereto) that arise in a Relevant Taxing Jurisdiction from the execution, delivery, issuance, enforcement or registration, or receipt of payments with respect to any of the Securities, any Guarantee, this Indenture, or any other document referred to herein or therein (other than in each case, in connection with a transfer of the Securities after the initial resale by the initial purchasers pursuant to this offering), except for any Luxembourg registration duties (droits d’enregistrement) payable in the case of voluntary registration of the aforementioned documents by a holder with the Administration de l’Enregistrement, des Domaines et de la TVA in Luxembourg, or registration of the aforementioned documents in Luxembourg when such registration is not required to enforce the rights of that holder under the aforementioned documents. The foregoing obligations will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner, and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is incorporated or 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 Securities is made by or on behalf of such Person, or any political subdivision or taxing authority or agency thereof or therein.