Extract to table

The multi-jurisdictional guarantor structure is the primary source of gross-up exposure in this transaction and is the principal reason why the Additional Amounts provisions must be drafted broadly and with precision

This covenant is the single most important tax-related investor protection in the Indenture and must be drafted with precision and breadth

If any withholding or deduction for or on account of any Taxes is required by applicable law to be made from any payment made by or on behalf of the Issuers or any Guarantor under or with respect to the Notes or any Guarantee, the Issuers or such Guarantor, as applicable, shall pay to each holder of Notes such additional amounts (the "Additional Amounts") as may be necessary so that the net amount received by such holder (including Additional Amounts) after such withholding or deduction (including any withholding or deduction on Additional Amounts) shall not be less than the amount such holder would have received if such Taxes had not been withheld or deducted

) is called upon to make a payment under its Guarantee is entirely foreseeable, particularly in a financial distress scenario in which the Issuers are unable to service the Notes from their own resources and must rely on upstream cash flows from operating subsidiaries

We recommend that the following language be added to the Additional Amounts covenant: "For the avoidance of doubt, the obligation to pay Additional Amounts shall apply to all payments made by any Guarantor in its capacity as guarantor under its Guarantee, and references in this Section to payments 'by the Issuers' or 'under the Notes' shall be deemed to include payments by any Guarantor under any Guarantee

No Additional Amounts shall be payable with respect to any payment to a holder or beneficial owner of a Note for or on account of: (a) Connection Taxes