Common use of Additional Amounts Clause in Contracts

Additional Amounts. (a) All payments that the Issuer makes under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall pay additional amounts in cash (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay no Additional Amounts to a Holder or beneficial owner of any Note: (i) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All Any payments that made by or on behalf of the Issuer makes Corporation under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall Debentures will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (includingcharge, without limitationexcluding, penaltiesin respect of a Holder or Beneficial Holder, interest branch profits taxes, franchise taxes and other similar liabilities related thereto) of whatever nature taxes imposed on net income or capital (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer Corporation or such Guarantor, as the case may be, any other payor is required to withhold or deduct Taxes by law Applicable Law or by the interpretation or administration of lawthereof by a relevant Governmental Authority. If the Issuer Corporation or any other payor of any amount under or in respect of the Debentures (including any amount paid in respect or proceeds of disposition of the Debenture to a Guarantor Debentureholder) is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesDebentures in respect of any such payment by the Corporation, the Issuer Corporation will make such withholding or deduction and will remit the Guarantorfull amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law and the Corporation will pay to the Trustee or, as in respect of any amount paid by any payor other than the case may be, shall Corporation of any amount under or in respect of the Debentures (including any amount paid in respect of proceeds of disposition of the Debentures to a Debentureholder) will pay to each Debentureholder such additional amounts in cash (the “Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts will be payable with respect to any payment to a Holder or beneficial owner (an “Excluded Holder”) in respect of any Note: a Beneficial Holder who is liable for such Taxes in respect of such Debentures: (i) to by reason of such Holder or Beneficial Holder being a Person with whom the extent the Taxes giving rise to such Additional Amounts would Corporation is not have been imposed but dealing at arm’s length for the Holder’s or beneficial owner’s purposes of the Income Tax Act (Canada) (the “Tax Act”) at the time of making such payment, (ii) by reason of the existence of any present or former connection with between such Holder or Beneficial Holder and the Relevant Taxing Jurisdiction (jurisdiction imposing such Tax, other than a connection arising than, in either case, solely by reason of the acquisitionHolder’s activity in connection with purchasing the Debentures, ownershipthe mere holding, holding deemed holding, use or disposition ownership of Notes the Debentures, or receiving payments under or enforcing any rights in respect of such Debentures, (iii) by reason of such Holder or Beneficial Holder being a “specified shareholder” of the Corporation (within the meaning of Section 18(5) of the Tax Act) at the time of payment or deemed payment, or by reason of such Holder or Beneficial Holder not dealing at arm’s length for the receipt purposes of payments thereunder the Tax Act with a “specified shareholder” of the Corporation at the time of payment or under any Guarantee or the exercise or enforcement deemed payment; (iv) by reason of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner Beneficial Holder of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, a Debenture to comply with any certification, identification, information or other reporting requirements, whether requirements if such compliance is required or imposed by a statute, treaty, treaty or regulation or administrative practice of a Relevant Taxing Jurisdiction, the relevant Governmental Authority as a precondition to exemption from, from or reduction in the rate all or part of such Taxes, deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction withholding; or (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iiiv) with respect to for any estate, inheritance, gift, sales, transfer or personal property tax sales or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (cb) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time Within 90 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable lawApplicable Law, either a certified copy the Trustee will furnish to the Corporation copies of tax receipts evidencing such payment, orreceipts, if such tax receipts are not reasonably available to the Issuer or such Guarantorany, such other documentation that provides reasonable evidence of evidencing such payment by the Issuer or such GuarantorTrustee. (dc) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes Debentures is due and payable, if the Issuer or any Guarantor shall Corporation to its knowledge will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)payment, the Issuer or such Guarantor shall Corporation will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and setting will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the date payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrumentis due. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (fd) Whenever in this Indenture or the Notes refer toin any Debenture there is mentioned, in any context, the payment of principal, principal (and premium, if any), a purchase price pursuant to an offer to purchase, interest or any other amount payable under or with respect to any NoteDebenture, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12thereof. (ge) The Issuer and the Guarantors, jointly and severally, shall Corporation will indemnify and hold harmless the Holders, and, each Holder (other than an Excluded Holder) and upon written request reimburse each of any Holder, reimburse such Holder the Holders for the amount of of: (i) any Taxes so levied or imposed and paid by the Holder as a Relevant Taxing Jurisdiction and payable by such Holder in connection with result of payments made under or with respect to the Notes held Debentures (including any amount paid by such Holder or any Guarantees; the Corporation in respect of proceeds of disposition of the Debenture to a Holder), and (ii) any Taxes levied or imposed and paid by the Holder with respect to any reimbursement under the foregoing clause (i) above, but excluding any Taxes on such Holder’s net income or this clause capital. (ii), so that f) If the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Corporation pays any indemnity or Additional Amounts hereunder under this Section 2.22 to a Holder and the Holder or to the extent such Beneficial Holder received Additional Amounts at any time thereafter receives a refund in respect of Taxes or a credit with respect to payment of Taxes, then such paymentsHolder or Beneficial Holder shall promptly pay to the Corporation the amount of such refund or credit net of all out-of-pocket expenses reasonably incurred by the Holder or Beneficial Holder to obtain such refund or credit.

Additional Amounts. (a) 2.6.1 All payments that made by or on account of any obligation of the Issuer makes under or with respect to the Trust Notes — Series 2015-A, or that by or on account of any obligation of the Guarantors make Credit Supporter under or with respect to the Guarantees Guarantee, shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer Government of Canada or any Guarantor is organized province or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee territory thereof or by any authority or within any department agency therein or political subdivision thereof having power to tax (eachhereinafter, a “Relevant Taxing JurisdictionCanadian Taxes”), unless the Issuer or such Guarantor, as the case may be, Credit Supporter is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration of lawthereof by the relevant government authority or agency. If the Issuer or a Guarantor the Credit Supporter is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesTrust Notes — Series 2015-A or the Guarantee, the Issuer or the Guarantor, as the case may be, Credit Supporter shall pay as additional interest such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will shall not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts shall be payable with respect to a payment made to a Holder or (an “Excluded Holder”) in respect of a beneficial owner of any Note: (i) to with which the extent Issuer or the Taxes giving rise Credit Supporter does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising Canadian Taxes by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information information, documentation or other reporting requirements, whether requirement if compliance is required by statutelaw, treatyregulation, regulation or administrative practice of a Relevant Taxing Jurisdiction, or an applicable treaty as a precondition to exemption from, or a reduction in in, the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (includingsuch Canadian Taxes, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax where all or any similar Taxes; portion of the amount paid to such Holder is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) if such Holder which is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise subject to such Additional Amounts would not have been imposed Canadian Taxes by reason of its carrying on such payment had such Holder been the beneficiary, partner business in or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost being connected with Canada or expense associated with transferring such Note to such beneficiary, partner any province or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation territory thereof otherwise than by the Holder mere holding 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 Trust Notes — Series 2015-A or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation receipt of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) payments thereunder. The Issuer and or the Guarantors Credit Supporter shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance authority as and when required under applicable law. 2.6.2 If a Holder has received a refund or credit for any Canadian Taxes with all applicable laws. The respect to which the Issuer and or the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due Credit Supporter has paid Additional Amounts pursuant to applicable lawthis Section 2.6, either a certified copy of tax receipts evidencing such payment, or, if Holder shall pay over such tax receipts are not reasonably available refund to the Issuer or such Guarantor, such other documentation that provides reasonable evidence the Credit Supporter (but only to the extent of such payment Additional Amounts), net of all out-of-pocket expenses of such Holder, together with any interest paid by the Issuer or relevant tax authority in respect of such Guarantorrefund. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay 2.6.3 If Additional Amounts with respect are required to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment be paid under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)this Section 2.6 as a result of a Tax Event, the Issuer or such Guarantor shall deliver may elect to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the redeem outstanding Trust Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof — Series 2015-A pursuant to this Section 4.123.3. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments that made by the Issuer makes under Company under, or with respect to to, the Notes or that the Guarantors make under or with respect to the Guarantees shall will be made free and clear of of, and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (includingof a similar nature, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature thereto (collectively, “Taxestaxes”) ), imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor Company is organized or is a engaged in business, resident for tax purposes or from generally subject to tax on a net income basis, or through which any political subdivision or taxing authority of or in any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Tax Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, Company is required to withhold or deduct Taxes taxes by law or by the official interpretation or administration of law. thereof. (b) If the Issuer or a Guarantor Company is required to withhold or deduct any amount for for, or on account of Taxes of a Relevant Taxing Jurisdiction of, such taxes from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall Company will pay such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the such Holder would have received if such Taxes taxes had not been required to be withheld or deducted. (bc) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall The Company’s obligation to pay no Additional Amounts to a Holder or beneficial owner of will not apply to: (1) any Notetaxes: (i) to the extent the Taxes giving rise to that such Additional Amounts taxes would not have been so imposed but for the Holder’s or beneficial owner’s existence of any present or former connection with between the Relevant Taxing Holder or beneficial owner of the Notes and the Tax Jurisdiction (imposing such taxes, other than a connection arising by reason solely resulting from the mere acquisition, holding, or ownership of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee)Notes; (ii) to the extent the Taxes giving rise to such Additional Amounts taxes would not have been so imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written Notes to comply with any reasonable request addressed made by the Company in writing to the Holder, to the extent such Holder or beneficial owner is legally entitled at least 30 days before any withholding or deduction of such taxes would be so required, to do so, make a timely and valid declaration or similar claim for exemption from such taxes or to comply with any applicable certification, identification, information or other reporting requirements concerning such Holder’s or beneficial owner’s identity, nationality, residence, place of establishment or connection with the Tax Jurisdiction imposing such taxes or to make any other declaration or similar claim or otherwise satisfy any information reporting requirements, whether required in each case, which is imposed by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, such Tax Jurisdiction as a precondition to an applicable exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by such taxes, but in each case, only to the Relevant Taxing Jurisdiction (including, without limitation, a certification that the extent such Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction)legally entitled to make such declaration or claim or to comply with such requirements; (iii) with respect to the extent such taxes were imposed as a result of presentation of a Note for payment (where presentation is required) by or on behalf of a Holder of Notes that would have been able to avoid such withholding or deduction by presenting such Note to another paying agent; or (iv) to the extent such taxes were imposed as a result of presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder of such Note, except to the extent that such Holder would have been entitled to Additional Amounts had the Note been presented for payment on the last day of such 30-day period; (2) any estate, inheritance, gift, sales, transfer or transfer, personal property tax or any similar Taxestax, assessment or other similar governmental charge; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi3) with respect to any withholding or deduction that is imposed on a payment to an individual in connection with Sections 1471-1474 of the US Internal Revenue Code and that is required to be made pursuant to the European Council Directive on U.S. Treasury regulations, thereunder (“FATCA”), any intergovernmental agreement between the taxation of savings income which was adopted by the ECOFIN Council on June 3United States and any other jurisdiction implementing, 2003 or relating to, FATCA or any law implementing law, regulation or complying withguidance enacted or issued in any jurisdiction with respect thereto; (4) any taxes payable otherwise than by deduction or withholding from payments under, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform with respect to, such agreementthe Notes; andor (vii5) with respect to any combination of the items listed above. in the preceding exceptions (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws1)-(4). The Issuer foregoing provisions will survive any termination or discharge of the Indenture and any defeasance of the Guarantors shall make reasonable efforts to obtain certified copies Notes under Article 4 of tax receipts evidencing the payment Indenture and Article 9 of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantorthis Supplemental Indenture. (d) At least 30 calendar days prior to each date on which any payment under or with respect to Whenever either in the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer tothis Supplemental Indenture there is mentioned, in any context, the payment of principal, principal (and premium, if any), redemption price, interest or any other amount payable under or with respect to any Note, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable by the Company in respect thereof pursuant to this Section 4.12thereof. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments that by the Issuer makes under or with Republic in respect to of the Notes or that the Guarantors make under or with respect to the Guarantees Debt Securities shall be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (eachRepublic, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall pay additional amounts in cash (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay no Additional Amounts to a Holder or beneficial owner of any Note: (i) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from thereof having the power to tax (collectively, “Relevant Tax”), unless the withholding or through which payment deduction of such Relevant Tax is made required by such Surviving Entity. (f) Whenever this Indenture or the Notes refer to, in any contextlaw. In that event, the payment Republic shall pay such additional amounts (“Additional Amounts”), as may be necessary to ensure that the amounts received by the Holders after such withholding or deduction shall equal the respective amounts of principal, premium, if any, principal and interest or any other amount payable under or with that would have been receivable in respect to any Note, such reference shall be deemed to include mention of the payment Debt Securities in the absence of Additional Amounts such withholding or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guaranteesdeduction; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that no such Additional Amounts shall be payable in respect of any Relevant Tax: (i) imposed by reason of a Holder or beneficial owner of a Debt Security having some present or former connection with the indemnification obligation provided for Republic other than merely being a Holder or beneficial owner of the Debt Security or receiving payments of any nature on the Debt Security or enforcing its rights in this paragraph respect of the Debt Security; (gii) shall not extend to Taxes imposed for by reason of the failure of a Holder or beneficial owner of a Debt Security, or any other person through which the eligible Holder or beneficial owner holds a Debt Security, to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Republic of such Holder or beneficial owner or other person, if compliance with the Notes would not have been eligible requirement is a precondition to receive exemption from all or any portion of such withholding or deduction; or (iii) is imposed by reason of a Holder or beneficial owner of a Debt Security, or any other person through which the Holder or beneficial owner holds a Debt Security, having presented the Debt Security for payment of Additional Amounts hereunder or (where such presentation is required) more than 30 days after the Relevant Date, except to the extent that the Holder or beneficial owner or such Holder received other person would have been entitled to Additional Amounts with respect to on presenting the Debt Security for payment on any date during such payments30-day period.

Additional Amounts. (a) All payments that made by the Issuer makes under or with respect to Company on the Notes ------------------ (whether or that not in the Guarantors make under or with respect to the Guarantees shall form of Definitive Notes) will be made free and clear of and without withholding or deduction for for, or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) charges of whatever nature (collectively, “"Taxes”") imposed or levied by or on behalf of Germany or any jurisdiction in which the Issuer Company or any Guarantor Successor Company is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall pay additional amounts in cash (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay no Additional Amounts to a Holder or beneficial owner of any Note: (i) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or otherwise resident for tax purposes or any political subdivision or taxing authority or agency thereof or any authority having power to tax therein or any jurisdiction from or through which payment is made (each a "Relevant Taxing Jurisdiction"), unless the withholding or deduction of such Taxes is then required by such Surviving Entity. (f) Whenever this Indenture law. If any deduction or withholding for, or on account of, any Taxes of any Relevant Taxing Jurisdiction, shall at any time be required on any payments made by the Notes refer toCompany with respect to the Notes, in any contextincluding payments of Accreted Value, the payment of principal, premium, if anyredemption price, interest or any other amount premium, the Company will pay such additional amounts (the "Additional Amounts") as may be necessary in order that the net amounts received in respect of such payments by the Holders of the Notes or the Trustee, as the case may be, after such withholding or deduction, equal the respective amounts which would have been received in respect of such payments in the absence of such withholding or deduction; except that no such Additional Amounts will be payable under or with respect to: (a) any payments on a Note held by or on behalf of a Holder or beneficial owner who is liable for such Taxes in respect of such Note by reason of the Holder or beneficial owner having some connection with the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere holding of such Note or enforcement of rights thereunder or the receipt of payments in respect thereof; (b) any Taxes that are imposed or withheld as a result of a change in law after the Issue Date where such withholding or imposition is by reason of the failure of the Holder or beneficial owner of the Note to comply with any request by the Company to provide information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any declaration or similar claim or satisfy any information or reporting requirement, which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes; (c) except in the case of the winding up of the Company, any Note presented for payment (where presentation is required) in the Relevant Taxing Jurisdiction; or (d) any Note presented for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder. Such Additional Amounts will also not be payable where, had the beneficial owner of the Note been the Holder of the Note, such reference shall be deemed he would not have been entitled to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request by reason of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (ia) and/or to (iid) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such paymentsinclusive above.

Additional Amounts. (a) All payments that the Issuer makes under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer is incorporated, organized, engaged in business (where such Tax is imposed by reason of the Issuer being engaged in business) or any Guarantor is organized or is a otherwise resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the GuarantorIssuer, as the case may be, shall will pay such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder of the Notes (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will be not be less than the amount the Holder would have received if such Taxes had not been required to be withheld or deducted. Such Additional Amounts may be paid by the Issuer, at its option, in the form of cash or Additional Notes. (b) Notwithstanding the foregoingThe Issuer will not, each of the Issuer and the Guarantors shall however, pay no Additional Amounts to a Holder in respect or beneficial owner of any Noteon account of: (i) to the extent the any Taxes giving rise to such Additional Amounts would not have been that are imposed but for the Holder’s or beneficial owner’s levied by a Relevant Taxing Jurisdiction by reason of a present or former connection of a Holder (or a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if the Holder is an estate, a trust, a partnership or a corporation) or a beneficial owner with the such Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, mere receipt or holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any GuaranteeIndenture); (ii) to the extent the any Taxes giving rise to such Additional Amounts would not have been that are imposed but for or levied by reason of the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to Holder (and made at a time which would enable the extent such Holder or beneficial owner is legally entitled acting reasonably to do socomply with that request), to comply with any certification, identification, information or other reporting requirementsrequirements which the Holder or such beneficial owner is legally required to satisfy, whether required imposed by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or transfer, personal property tax or any similar Taxestaxes; (iv) if such Holder any Tax which is a fiduciary payable otherwise than by deduction or partnership withholding from payments made under or Person other than with respect to the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner)Notes; (v) to the extent the Taxes giving rise to such Additional Amounts would not have been any Tax that is imposed but for or levied by reason of the presentation by the Holder of any Note, (where presentation is required, required in order to receive payment) of such Notes for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficial owner or Holder thereof would have been entitled to Additional Amounts had the Notes been presented for whichever occurs laterpayment on any date during such 30 day period; (vi) any Tax imposed on or with respect to any payment by the Issuer to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had such Holder been the sole beneficial owner of such Note; (vii) any Tax that is imposed on or with respect to a payment made to a Holder or beneficial owner who would have been able to avoid such withholding or deduction that by presenting the relevant Notes to another paying agent in a member state of the European Union; (viii) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual and that is required to be made pursuant to the 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 savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreementdirective; andor (viiix) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments that made by the Issuer makes Corporation under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees Securities shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, hereinafter “Taxes”) imposed or levied by or on behalf of the government of the country in which the Corporation or any successor thereof is organized or incorporated or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer Corporation or any Guarantor its successor is organized or is a otherwise resident for tax purposes or any jurisdiction from or through which any payment under or with respect to the Securities is made (including the jurisdiction of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof Paying Agent) (each, a “Relevant Taxing Jurisdiction”), unless the Issuer Corporation or such Guarantor, as the case may be, its successor is required to withhold or deduct Taxes by law or by the interpretation or administration of lawthereof. If the Issuer Corporation or a Guarantor its successor is so required to withhold or deduct any amount for or on account of Taxes of imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notesany Securities, the Issuer Corporation or the Guarantor, as the case may be, its successor shall be required to pay such additional amounts in cash (“Additional Amounts”) with respect to such Securities as may be necessary to ensure so that the net amount received by each any Holder or beneficial owner (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the such Holder or beneficial owner would have received if such Taxes had not been withheld or deducted.; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to: (bi) Notwithstanding any Taxes that would not have been so imposed but for the foregoingexistence of any present or former connection between the relevant Holder or beneficial owner (or between a fiduciary, each settlor, beneficiary, member or shareholder of, or possessor of power over, the Issuer relevant Holder or beneficial owner, if the relevant Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) and the Guarantors shall pay no Additional Amounts to Relevant Taxing Jurisdiction, including such Holder or beneficial owner (or such fiduciary, settlor, beneficiary, partner, member, shareholder, or possessor) of such Securities being or having been a citizen, resident, or national thereof or being or having been present or engaged in a trade or business therein or having or having had a permanent establishment therein; (ii) any estate, inheritance, gift, sales, transfer, personal property tax or similar Taxes; (iii) any withholding or deduction in respect of such Securities (A) presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Security to any other paying agent in a European Union member state, or (B) where the payment could have been made without such deduction or withholding if the beneficiary of any Note: the payment had presented such Securities for payment within 30 days after the date on which such payment on such Securities became due and payable or the date on which payment thereof is duly provided for, whichever is later (i) except to the extent that the Holder or beneficial owner would have been entitled to Additional Amounts had such Securities been presented on the last day of such 30-day period); (iv) any Taxes giving rise imposed with respect to any payment of principal of (or premium, if any, on) or interest on such Securities by the Corporation to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such Additional Amounts fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been imposed but for entitled to the Holder’s Additional Amounts had such beneficiary, settlor, member or beneficial owner’s present owner been the actual Holder or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason beneficial owner of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee)such Securities; (iiv) to the extent the any Taxes giving rise that are payable other than by deduction or withholding from payments made under or with respect to such Additional Amounts Securities; (vi) any Taxes that would not have been imposed but for the failure of the Holder or and/or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, (A) to comply with the Corporation’s or the Paying Agent’s request in writing at least 30 days before any withholding for such Taxes to the Holder to provide certification, identificationdocumentation, information or other evidence concerning the nationality, residence, identity or connection with the Relevant Taxing Jurisdiction of the Holder and/or beneficial owner of such Securities or (B) to make any valid or timely declaration or similar claim or satisfy any other reporting requirementsrequirement relating to such matters, in each case, whether required or imposed by statute, treaty, regulation or administrative practice of a the Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of withholding or deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction Jurisdiction; (including, without limitation, vii) any recipient or beneficial owner of a certification that payment under a Security if the Corporation does not deal at arm’s length within the meaning of the Income Tax Act (Canada) with such recipient or beneficial owner at the time of making such payment or if the Corporation has an obligation to pay an amount under or in respect of such Security to another person with which the Corporation does not deal at arm’s length within the meaning of the Income Tax Act (Canada); (viii) any Holder or beneficial owner of such Securities who is a, or does not resident deal at arm’s length within the meaning of the Income Tax Act (Canada) with any, “specified shareholder” (as defined in subsection 18(5) of the Income Tax Act (Canada)) of the Corporation for purposes of the thin capitalization rules in the Relevant Taxing JurisdictionIncome Tax Act (Canada); (iiiix) with respect to any estate, inheritance, gift, sales, transfer Taxes imposed directly or personal property tax or any similar Taxes;indirectly under FATCA; or (ivx) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed (i) to (ix) above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (db) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes Securities is due and payablepayable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Issuer or any Guarantor shall Corporation will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)payment, the Issuer or such Guarantor shall Corporation will deliver to the Trustee Trustees and the Paying Agent for the Securities an Officer’s Officers’ Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and setting will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer Trustees or any GuarantorPaying Agent, as the case may be, to pay such Additional Amounts to Holders and beneficial owners of such Securities on the payment date. Each such Officers’ Certificate shall pay be relied upon until receipt of a further Officers’ Certificate addressing such matters. (c) The Corporation shall also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law. The Corporation shall provide the Trustees with official receipts or, if notwithstanding the efforts of the Corporation official receipts are not obtainable, other documentation reasonably satisfactory to the Trustees, evidencing the payment to such relevant authority of any Taxes so deducted or withheld. The Corporation shall attach to each official receipt or other documentation a certificate stating (x) that the amount of such Taxes evidenced by the official receipt or other documentation was paid in connection with payments in respect of the principal amount of the Securities then Outstanding and (y) the amount of such Taxes paid per US$1,000 of principal amount of such Securities. (d) Whenever reference is made in this Indenture, in any context, to: (i) the payment of principal; (ii) redemption prices or purchase prices in connection with a redemption or purchase of Securities; (iii) interest; or (iv) any other amount payable on or with respect to the Securities, such reference shall be deemed to include payment of Additional Amounts as described in this Section 9.05 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (e) The Corporation shall pay any present or future stamp, issue, registration, court, documentation, excise documentary or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by or levies that arise in any Relevant Taxing Jurisdiction in respect of jurisdiction from the execution, issue, delivery or registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes rights under, this Indenture or any Guarantee and/or any other such document or instrumentrelated document. (ef) The foregoing provisions obligations under this Section 9.05 shall survive any termination, defeasance Legal Defeasance or discharge of this Indenture and shall will apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) successor Person to the Corporation is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entitytherein. (f) Whenever this Indenture or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All Any payments that made by the Issuer makes Guarantor under or with respect to the Notes or that the Guarantors make under or with respect Securities pursuant to the Guarantees shall Security Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any Government of the foregoing makes Republic of Argentina or of any payment on the Notes subdivision, province or any Guarantee territory thereof or by any authority or within any department agency therein or political subdivision thereof having power to tax (each, a hereinafter “Relevant Taxing JurisdictionTaxes”), unless the Issuer or such Guarantor, as the case may be, Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration of lawthereof. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesSecurity Guarantee, the Issuer Guarantor will, on or prior to the Guarantordue date for the payment thereof, as pay any such Taxes to the case may beappropriate governmental authority, shall and will pay such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure necessary, so that the net amount received by each Holder of Securities (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay ; provided that no Additional Amounts will be payable with respect to a payment made to a Holder or beneficial owner of any Note: (an “Excluded Holder”) (i) to the extent the Taxes giving rise to who is liable for taxes or duties in respect of such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising Security by reason of its having some connection with Argentina other than the acquisition, ownership, mere holding of such Security or disposition of Notes or by reason of the receipt of payments thereunder principal or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); interest in respect thereof; (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure in respect of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; tax, assessment or governmental charge; or (iviii) if such Holder is a fiduciary in respect of any tax, assessment or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts governmental charge which would not have been imposed but for any failure to comply with certification, information or other report requirements concerning the presentation by nationality, residence or identity of the Holder or beneficial owner of such Security, if such compliance is required by statute or by regulation of Argentina or of any Notepolitical subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, where presentation is requiredassessment or other governmental charge. The Guarantor will, upon written request of any Holder (other than an Excluded Holder), reimburse such Holder for payment on the amount of (i) any Taxes so levied or imposed and paid by such Holder as a date more than 30 days after result of payments made under or with respect to the date on which payment became due Securities and payable (ii) any Taxes so levied or the date on which payment thereof is duly provided for whichever occurs later; (vi) imposed with respect to any withholding or deduction reimbursement under the foregoing clause (i), but excluding any such Taxes on such Holder’s net income so that is imposed the net amount received by such Holder after such reimbursement will not be less than the net amount the Holder would have received if Taxes on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable lawsreimbursement had not been imposed. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes Securities is due and payable, if the Issuer or any Guarantor shall will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)payment, the Issuer or such Guarantor shall will deliver to the relevant Trustee and Paying Agents an Officer’s Officers’ Certificate stating the amount of Taxes required to be deducted or withheld and certifying that the Guarantor shall make such deduction or withholding and pay such Taxes and stating the fact that such Additional Amounts will be payable and the amounts so payable and setting will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer Trustee and each Paying Agent shall promptly publish a notice be fully protected in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations relying upon any Officers’ Certificates furnished pursuant to pay such amounts. In addition, this paragraph or upon the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect failure of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred Guarantor to thereunder and (ii) furnish any such taxes, charges or duties imposed by any jurisdiction as a result of, or Officers’ Certificate. Whenever either in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or in the Notes refer toSecurities there is mentioned, in any context, the payment of principal, principal (or premium, if any), Redemption Price, interest or any other amount payable under or with respect to any NoteSecurity, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12thereof. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All Any payments that made by or on behalf of the Issuer makes Corporation under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall Debentures will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (includingcharge, without limitationexcluding, penaltiesin respect of a Holder or Beneficial Holder, interest branch profits taxes, franchise taxes and other similar liabilities related thereto) of whatever nature taxes imposed on net income or capital (collectively, “"Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”"), unless the Issuer Corporation or such Guarantor, as the case may be, any other payor is required to withhold or deduct Taxes by law Applicable Law or by the interpretation or administration of lawthereof by a relevant Governmental Authority. If the Issuer Corporation or any other payor of any amount under or in respect of the Debentures (including any amount paid in respect or proceeds of disposition of the Debenture to a Guarantor Debentureholder) is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesDebentures in respect of any such payment by the Corporation, the Issuer Corporation will make such withholding or deduction and will remit the Guarantorfull amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law and the Corporation will pay to the Trustee or, as in respect of any amount paid by any payor other than the case may be, shall Corporation of any amount under or in respect of the Debentures (including any amount paid in respect of proceeds of disposition of the Debentures to a Debentureholder) will pay to each Debentureholder such additional amounts in cash (“the "Additional Amounts”") as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts will be payable with respect to any payment to a Holder or beneficial owner (an "Excluded Holder") in respect of any Note: a Beneficial Holder who is liable for such Taxes in respect of such Debentures: (i) to by reason of such Holder or Beneficial Holder being a Person with whom the extent the Taxes giving rise to such Additional Amounts would Corporation is not have been imposed but dealing at arm's length for the Holder’s or beneficial owner’s purposes of the Income Tax Act (Canada) (the "Tax Act") at the time of making such payment, (ii) by reason of the existence of any present or former connection with between such Holder or Beneficial Holder and the Relevant Taxing Jurisdiction (jurisdiction imposing such Tax, other than a connection arising than, in either case, solely by reason of the acquisitionHolder's activity in connection with purchasing the Debentures, ownershipthe mere holding, holding deemed holding, use or disposition ownership of Notes the Debentures, or receiving payments under or enforcing any rights in respect of such Debentures, (iii) by reason of such Holder or Beneficial Holder being a "specified shareholder" of the Corporation (within the meaning of Section 18(5) of the Tax Act) at the time of payment or deemed payment, or by reason of such Holder or Beneficial Holder not dealing at arm's length for the receipt purposes of payments thereunder the Tax Act with a "specified shareholder" of the Corporation at the time of payment or under any Guarantee or the exercise or enforcement deemed payment; (iv) by reason of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner Beneficial Holder of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, a Debenture to comply with any certification, identification, information or other reporting requirements, whether requirements if such compliance is required or imposed by a statute, treaty, treaty or regulation or administrative practice of a Relevant Taxing Jurisdiction, the relevant Governmental Authority as a precondition to exemption from, from or reduction in the rate all or part of such Taxes, deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction withholding; or (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iiiv) with respect to for any estate, inheritance, gift, sales, transfer or personal property tax sales or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (cb) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time Within 90 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable lawApplicable Law, either a certified copy the Trustee will furnish to the Corporation copies of tax receipts evidencing such payment, orreceipts, if such tax receipts are not reasonably available to the Issuer or such Guarantorany, such other documentation that provides reasonable evidence of evidencing such payment by the Issuer or such GuarantorTrustee. (dc) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes Debentures is due and payable, if the Issuer or any Guarantor shall Corporation to its knowledge will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)payment, the Issuer or such Guarantor shall Corporation will deliver to the Trustee an Officer’s 's Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and setting will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the date payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrumentis due. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (fd) Whenever in this Indenture or the Notes refer toin any Debenture there is mentioned, in any context, the payment of principal, principal (and premium, if any), a purchase price pursuant to an offer to purchase, interest or any other amount payable under or with respect to any NoteDebenture, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12thereof. (ge) The Issuer and the Guarantors, jointly and severally, shall Corporation will indemnify and hold harmless the Holders, and, each Holder (other than an Excluded Holder) and upon written request reimburse each of any Holder, reimburse such Holder the Holders for the amount of of: (i) any Taxes so levied or imposed and paid by the Holder as a Relevant Taxing Jurisdiction and payable by such Holder in connection with result of payments made under or with respect to the Notes held Debentures (including any amount paid by such Holder or any Guarantees; the Corporation in respect of proceeds of disposition of the Debenture to a Holder), and (ii) any Taxes levied or imposed and paid by the Holder with respect to any reimbursement under the foregoing clause (i) above, but excluding any Taxes on such Holder's net income or this clause capital. (ii), so that f) If the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Corporation pays any indemnity or Additional Amounts hereunder under this Section 2.22 to a Holder and the Holder or to the extent such Beneficial Holder received Additional Amounts at any time thereafter receives a refund in respect of Taxes or a credit with respect to payment of Taxes, then such paymentsHolder or Beneficial Holder shall promptly pay to the Corporation the amount of such refund or credit net of all out-of-pocket expenses reasonably incurred by the Holder or Beneficial Holder to obtain such refund or credit.

Additional Amounts. (a) This Section 2.5 supersedes and replaces Section 10.2 of the Original Indenture with respect to the Notes. References to “Section 10.2” of the Original Indenture and the terms defined therein shall instead refer to this “Section 2.5” of this First Supplemental Indenture, and the terms “Taxes”, “Relevant Taxing Jurisdiction” and “Additional Amounts” as defined in Section 10.2 of the Original Indenture shall instead having the meanings provided to them in this First Supplemental Indenture. All payments that made by or on account of any obligation of the Issuer makes under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of lawthereof by the relevant government authority or agency. If the Issuer or a Guarantor is so required to withhold or deduct any amount for Taxes imposed by the Government of Canada or on account of Taxes of any province or territory thereof or by any authority or agency therein or thereof having power to tax (a “Relevant Taxing Jurisdiction Jurisdiction,” and such Taxes, “Canadian Taxes”) from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall pay as additional interest such additional amounts in cash (hereinafter “Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder holder of the Notes (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will for Canadian Taxes shall not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts shall be payable with respect to a payment made to a Holder in respect of a Holder or beneficial owner of any Note: (i) to with which the extent Issuer does not deal at arm’s length (for purposes of the Taxes giving rise Tax Act) at the time of the making of such payment, (ii) which is subject to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising Canadian Taxes by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information information, documentation or other reporting requirements, whether requirement by a Holder or beneficial owner of the Notes if compliance is required by statutelaw, treatyregulation, regulation or administrative practice of a Relevant Taxing Jurisdiction, or an applicable treaty as a precondition to exemption from, or a reduction in in, the rate of deduction or withholding of, such Canadian Taxes, (iii) where all or any portion of the amount paid to such Holder relates to an amount that is or was deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Tax Act, (iv) which is subject to such Canadian Taxes imposed by the Relevant Taxing Jurisdiction reason of its carrying on business in or being connected with Canada or any province or territory thereof (including, without limitation, by being or having been a certification national, domiciliary or resident, or treated as a resident, of, or physically present in or having or having had a permanent establishment in, Canada or any province or territory thereof) otherwise than by the mere holding of Notes or the receipt of payments thereunder, (v) in respect of any applicable Taxes that the Holder are payable other than by withholding from payments under or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to the Notes, (vi) in respect of any estate, inheritance, gift, salessale, transfer transfer, personal property, excise or personal property tax or any similar applicable Taxes; , (ivvii) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the applicable Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where such Note (in cases in which presentation is required, for payment on a date ) more than 30 days after the later of the date on which the relevant payment became due and payable pursuant to the terms thereof or the date on which payment thereof is was made or duly provided for, (viii) in respect of any applicable Taxes to the extent such applicable Taxes result from the presentation of any Note for whichever occurs later; payment (viwhere presentation is required for payment) with respect to any and the payment can be made without such withholding or deduction that is by the presentation of the Note for payment by at least one other paying agent, (ix) for any Taxes imposed on a payment to an individual and that is required to be made pursuant to Sections 1471 through 1474 of the European Council Directive on the taxation U.S. Internal Revenue Code of savings income which was adopted by the ECOFIN Council on June 31986, 2003 or any law implementing or complying with, or introduced in order to conform to such directive as amended (the “EU Savings Tax DirectiveCode”) (or is required to be made any amended or successor version of such sections) (“FATCA”), any regulations or other official guidance thereunder, any agreement entered into pursuant to section 1471(b)(1) of the Agreement Code, any intergovernmental agreement entered into between the European Community a non-U.S. jurisdiction and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down United States in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) connection with FATCA or any law law, regulation or other governmental regulation official guidance enacted in any jurisdiction implementing or complying with, or introduced FATCA and (x) in order to conform to, such agreement; and (vii) with respect to of any combination of applicable Taxes referred to in the items listed above. preceding clauses (ci) through (ix). The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant authority as and when required under applicable law. (b) Additional Amounts shall not be paid for any applicable Taxes if the holder is a fiduciary, partnership, limited liability company or person other than the sole beneficial owner of that payment to the extent that such payment would be required to be included in the income under the laws of the Relevant Taxing Authority Jurisdiction, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a partner or member of that partnership or limited liability company or a beneficial owner who would not have been entitled to such Additional Amounts had that beneficiary, settlor, partner, member or beneficial owner been the holder thereof. (c) Whenever in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing Indenture there is mentioned, in any context, (i) the payment of principal or premium, (ii) purchase prices in connection with a purchase of Notes, (iii) interest, or (iv) any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date amount payable on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any NoteNotes, such reference shall be deemed to include mention of the payment of any Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, such Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12thereof. (gd) The Issuer will pay any present or future stamp, court, documentary or similar Taxes that arise in any taxing jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture, or any other document or instrument required in relation thereof, and the Guarantors, jointly and severally, shall Issuer agrees to indemnify and hold harmless the Holders, and, upon written request of holders for any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable paid by such Holder in connection with payments made holders. The obligations described under this heading will survive any termination, defeasance or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder discharge of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such paymentsIndenture.

Additional Amounts. (a) All payments that by the Issuer makes under or with Republic in respect to of the Notes or that the Guarantors make under or with respect to the Guarantees Debt Securities shall be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (eachRepublic, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall pay additional amounts in cash (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay no Additional Amounts to a Holder or beneficial owner of any Note: (i) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from thereof having the power to tax (collectively, “Relevant Tax”), unless the withholding or through which payment deduction of such Relevant Tax is made required by such Surviving Entity. (f) Whenever this Indenture or the Notes refer to, in any contextlaw. In that event, the payment Republic shall pay such additional amounts (“Additional Amounts”), as may be necessary to ensure that the amounts received by the Holders after such withholding or deduction shall equal the respective amounts of principal, premium, if any, principal and interest or any other amount payable under or with that would have been receivable in respect to any Note, such reference shall be deemed to include mention of the payment Debt Securities in the absence of Additional Amounts such withholding or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guaranteesdeduction; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that no such Additional Amounts shall be payable in respect of any Relevant Tax: (i) imposed by reason of a Holder or beneficial owner of a Debt Security having some present or former connection with the indemnification obligation provided for Republic other than merely being a Holder or beneficial owner of the Debt Security or receiving payments of any nature on the Debt Security or enforcing its rights in this paragraph respect of the Debt Security; (gii) shall not extend to Taxes imposed for by reason of the failure of a Holder or beneficial owner of a Debt Security, or any other person through which the eligible Holder or beneficial owner holds a Debt Security, to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Republic of such Holder or beneficial owner or other person, if compliance with the Notes would not have been eligible requirement is a precondition to receive exemption from all or any portion of such withholding or deduction; or (iii) imposed by reason of a Holder or beneficial owner of a Debt Security, or any other person through which the Holder or beneficial owner holds a Debt Security, having presented the Debt Security for payment of Additional Amounts hereunder or (where such presentation is required) more than 30 days after the Relevant Date (as defined below), except to the extent that the Holder or beneficial owner or such Holder received other person would have been entitled to Additional Amounts with respect to on presenting the Debt Security for payment on any date during such payments30-day period.

Additional Amounts. (a) All payments that the Issuer Company makes under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer Company or any Guarantor is organized or is a incorporated, organized, otherwise resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer Company or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer Company or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer Company or the Guarantor, as the case may be, shall pay additional amounts in cash (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will be not be less than the amount the Holder would have received if such Taxes had not been required to be withheld or deducted. (b) Notwithstanding the foregoing, each none of the Issuer and Company or the Guarantors shall pay no any Additional Amounts to a Holder or beneficial owner of any NoteNote to the extent that the Taxes are imposed or levied: (i) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for by a Relevant Taxing Jurisdiction by reason of the Holder’s or beneficial owner’s present or former connection with the such Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, mere receipt or holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any GuaranteeFacility Agreement);; or (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for by reason of the failure of the Holder or beneficial owner of Notes, following the IssuerCompany’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iiic) Notwithstanding the provisions of paragraph (a) of this Section 4.12, the Company’s and the Guarantors’ obligations to pay Additional Amounts in respect of Taxes shall not apply with respect to to: (i) any estate, inheritance, gift, sales, transfer or transfer, personal property tax or any similar Taxes; (ivii) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes; (iii) any Tax imposed on or with respect to any payment by the Company or a Guarantor to the Holder if such Holder is a fiduciary or partnership or Person person other than the sole beneficial owner of such payment and to the extent that Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner)Note; (viv) to the extent the Taxes giving rise to such Additional Amounts would not have been any Tax that is imposed but for on or levied by reason of the presentation by the Holder of any Note, (where presentation is required, required in order to receive payment) of such Notes for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficial owner or Holder thereof would have been entitled to Additional Amounts had the Notes been presented for whichever occurs laterpayment on any date during such 30 day period; (viv) with respect to any withholding or deduction that in respect of any Taxes where such withholding or deduction is imposed or levied on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between to, the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Council Directive (the “EU-Swiss Savings Tax Agreement”) 2003/48/EC or any law or other governmental regulation Directive implementing or complying with, or introduced in order to conform to, such agreementthe conclusions of the ECOFIN Council meeting of 26–27 November 2000 on the taxation of savings income; andor (viivi) any Tax that is imposed or levied on or with respect to a payment made to a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Notes to another Agent in a member state of the European Union. (d) In addition, Additional Amounts shall not be payable with respect to any Taxes that are imposed in respect of any combination of the items listed above. (c) above items. The Issuer Company and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority taxing authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (de) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes or any guarantee is due and payable, if the Issuer Company or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes or any guarantee is due and payable, in which case it will be promptly thereafter), the Issuer Company or such Guarantor shall deliver to the Trustee Collateral Agent and Agent an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee such Collateral Agent and Agent to pay such Additional Amounts to the Holders on the payment date. The Issuer Company shall promptly publish a notice in accordance with Section 13.02 16 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. Upon written request, the Company or the Guarantors shall furnish to a Holder copies of tax receipts evidencing the payment of any Taxes by the Company or the Guarantors in such form as provided in the normal course by the taxing authority imposing such Taxes and as is reasonably available to the Company or the Guarantors. If notwithstanding the efforts of the Company or the Guarantors to obtain such receipts, the same are not obtainable, the Company or the Guarantors shall provide such Holder with other evidence reasonably satisfactory to the Holder of such payments by the Company or the Guarantors. In addition, the Issuer Company or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, court documentation, excise or property taxes or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration issue or delivery of the Notes Notes, this Facility Agreement or any Guarantee the Security Documents or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes Notes, this Facility Agreement or any Guarantee and/or the Security Documents or any other such document or instrumentinstrument following the occurrence of any Event of Default with respect to the Notes. (ef) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture Facility Agreement and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) successor company is organized or resident for tax purposes or any political subdivision subdivisions or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entitytherein. (fg) Whenever this Indenture or the Notes refer Facility Agreement refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All Any payments that the Issuer makes made by GST under or with respect to the Notes or that the Guarantors make under or with respect Securities pursuant to the Guarantees shall Security Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of the Government of Canada or of any jurisdiction in which the Issuer province or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee territory thereof or by any authority or within any department agency therein or political subdivision thereof having power to tax (each, a “Relevant Taxing Jurisdiction”hereinafter "TAXES"), unless the Issuer or such Guarantor, as the case may be, GST is required to withhold or deduct Taxes by law or by the interpretation or administration of lawthereof. If the Issuer or a Guarantor GST is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesSecurities, the Issuer or the Guarantor, as the case may be, shall GST will pay such additional amounts in cash (“Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary to ensure necessary, so that the net amount received by each Holder of Securities (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; PROVIDED, each of the Issuer and the Guarantors shall pay HOWEVER, that no Additional Amounts will be payable with respect to a payment made to a Holder or beneficial owner of any Note: (an "EXCLUDED HOLDER") (i) to with which GST does not deal at arm's length (within the extent meaning of the Taxes giving rise Income Tax Act (Canada)) at the time of making such payment, or (ii) which is subject to such Additional Amounts would not have been imposed but for the Holder’s Taxes by reason of its being connected with Canada or beneficial owner’s present any province or former connection with the Relevant Taxing Jurisdiction (other territory thereof otherwise than a connection arising solely by reason of the acquisitionHolder's activity in connection with purchasing the Securities, ownership, by the mere holding or disposition of Notes Securities or by reason of the receipt of payments thereunder thereunder. GST will, upon written request of any Holder (other than an Excluded Holder), reimburse such Holder, for the amount of (i) any Taxes so levied or imposed and paid by such ▇▇▇▇▇▇ as a result of payments made under any Guarantee or with respect to the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); Securities and (ii) to the extent the any Taxes giving rise to such Additional Amounts would not have been so levied or imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estatereimbursement under the foregoing clause (i), inheritance, gift, sales, transfer or personal property tax or but excluding any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other Taxes on such ▇▇▇▇▇▇'s net income so that the net amount received by such ▇▇▇▇▇▇ after such reimbursement will not be less than the sole beneficial owner of such payment and net amount the Holder would have received if Taxes giving rise to such Additional Amounts would not have been imposed on such payment reimbursement had such Holder not been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable lawsimposed. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes Securities is due and payable, if the Issuer or any Guarantor shall GST will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payablepayment, in which case it GST will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and setting will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice Whenever in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) there is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer tomentioned, in any context, the payment of principal, principal (or premium, if any), Redemption Price, interest or any other amount payable under or with respect to any NoteSecurity, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12thereof. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments that or deliveries (whether upon conversion, repurchase, redemption, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) made by or on behalf of the Issuer makes Company under or with respect to the Notes or that the Guarantors make under or with respect are required to the Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, hereinafter referred to as “Taxes”) imposed or levied by or on behalf of the government of Canada, any jurisdiction in which the Issuer province or territory of Canada or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes political subdivision or any Guarantee authority or by agency therein or within any department or political subdivision thereof having power to tax (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, Person is required to withhold or deduct Taxes by law or by the interpretation or administration of law. thereof. (b) If the Issuer or a Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes of imposed by a Relevant Taxing Jurisdiction from any payment or delivery made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, Company shall be required to pay such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each a Holder or beneficial owner of Notes (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the such Holder or beneficial owner of Notes would have received if such Taxes (including Taxes on any Additional Amounts) had not been withheld or deducted.; provided, however, that the foregoing obligations to pay Additional Amounts do not apply to: (bi) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay no Additional Amounts any Canadian withholding Taxes imposed on a payment to a Holder or beneficial owner of any Note:Notes (or the right to receive interest payable on the Notes) by reason of the Company not dealing at arm’s length (within the meaning of the Tax Act (Canada)) with such Holder or beneficial owner of Notes (or the right to receive interest payable on the Notes) at the time of the payment; (iii) any Canadian withholding Taxes imposed on a payment to a Holder or beneficial owner of Notes by reason of such Holder or beneficial owner being a “specified shareholder” of the extent Company (as defined in subsection 18(5) of the Tax Act (Canada)) or by reason of such Holder or beneficial owner not dealing at arm’s length with a specified shareholder of the Company; (iii) any Canadian withholding Taxes giving rise imposed on a payment to a Holder, former Holder or beneficial owner of Notes by reason of such Additional Amounts would not have been imposed but for the Holder’s, former Holder’s or beneficial owner’s failure to comply with any certification, identification, information, documentation or other reporting requirement if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Taxes (provided that in the case of any imposition or change in any such certification, identification, information, documentation or other reporting requirement which applies to Holders, former Holders or beneficial owners of Notes who are not residents of Canada, at least sixty (60) days prior to the effective date of any such imposition or change, the Company shall give written notice, in the manner provided for in this Indenture, to the U.S. Trustee (with a copy to the Canadian Trustee) and the applicable Holders then outstanding of such imposition or change, as the case may be, and provide the U.S. Trustee and such Holders with such forms or documentation, if any, as may be required to comply with such certification, identification, information, documentation, or other reporting requirement); (iv) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant Holder or beneficial owner of Notes and the Relevant Taxing Jurisdiction including, for greater certainty and without limitation, being or having been a citizen, resident or national thereof, or being or having been present or engaged in a trade or business therein or maintaining a permanent establishment or other physical presence in or otherwise having some connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of from the mere acquisition, ownership, ownership or holding of such Note or disposition a beneficial interest therein or the enforcement of Notes rights thereunder or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guaranteepayment in respect thereof);; or (iiv) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or excise, transfer, personal property tax or similar tax, assessment or governmental charge, (any similar Taxes; (iv) if such Holder is Taxes imposed by a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would Relevant Taxing Jurisdiction that are not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect excluded pursuant to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed aboveabove clauses are referred to as “Indemnified Taxes”). (c) The Issuer and the Guarantors Company shall also make such any required withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Relevant Taxing Authority Jurisdiction in accordance with all applicable lawslaw. The Issuer Upon request, the Company shall provide the U.S. Trustee on behalf of Holders and beneficial owners of Notes (and the Guarantors U.S. Trustee shall make reasonable efforts to obtain certified copies forthwith provide Holders and beneficial owners of tax Notes) with official receipts or other documentation evidencing the payment of any the Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide with respect to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts which Additional Amounts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantorpaid. (d) At least 30 calendar days prior If the Company is or will become obligated to each date on which any payment pay Additional Amounts under or with respect to any payment or delivery made on the Notes is due and payableNotes, if at least 30 days prior to the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to date of such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payablesuch date, in which case it will shall be promptly thereafter), the Issuer or such Guarantor Company shall deliver to the U.S. Trustee and the Paying Agent (if other than the U.S. Trustee) an Officerofficer’s Certificate certificate stating the fact that such Additional Amounts will be payable and the amounts amount so payable and setting forth such other information as is necessary to enable the Trustee Paying Agent to pay such Additional Amounts to the Holders or beneficial owners on the relevant payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of Whenever in this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) there is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer to, mentioned in any context, : (i) the payment of principal, premium, if any, interest ; (ii) Redemption Price in connection with an Optional Redemption or Tax Redemption of Notes; (iii) Fundamental Change Repurchase Price in connection with a repurchase of Notes upon a Fundamental Change; (iv) interest; or (v) any other amount payable under on or with respect to any Noteof the Notes (including amounts payable on conversion), such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, provided for in this Section 2.11 to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12thereof. (gf) The Issuer and the Guarantors, jointly and severally, Company shall indemnify and hold harmless a Holder or beneficial owner of the Holders, and, upon written request of any Holder, reimburse such Holder Notes for the amount of any Indemnified Taxes payable pursuant to Regulation 803 of the Income Tax Regulations (iCanada) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable paid by such Holder in connection with or beneficial owner as a result of payments made under or with respect to the Notes held Notes, any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, and any such Indemnified Taxes levied or imposed and paid by such Holder or any Guarantees; and (ii) any Taxes levied or imposed beneficial owner of the Notes with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph paragraph. (g) The Company shall not extend to Taxes imposed for which pay any present or future stamp, court or documentary taxes or any other excise, property or similar Taxes, charges or levies that arise in any Relevant Taxing Jurisdiction from the eligible Holder execution, delivery, enforcement or registration of the Notes would not have been eligible to receive payment Notes, this Indenture or any other document or instrument in relation thereof, or the receipt of Additional Amounts hereunder or to the extent such Holder received Additional Amounts any payments with respect to the Notes and the Company shall agree to indemnify the Holders and beneficial owners of Notes for any such paymentsamounts (including penalties, interest and other liabilities related thereto) paid by such Holders or beneficial owners. (h) The obligations described in this Section 2.11 will survive any termination or discharge of this Indenture.

Additional Amounts. (a) All payments that Any and all amounts payable by the Issuer makes Company to each Holder, under or with respect to the Convertible Notes will be paid without any deduction or that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, including any interest and other similar liabilities related or penalties with respect thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which or by any authority or agency therein or thereof having power to tax (hereinafter “Withholding Taxes”) unless the Issuer Company or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, other person is required to withhold by any law or deduct Taxes by law regulation (or by the interpretation or administration of law. If the Issuer thereof) to make any deduction or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction withholding from any payment made under or with respect to the NotesWithholding Taxes. In such an event, the Issuer or the Guarantor, as the case may be, shall Company will pay an additional amounts amount in cash (“Additional AmountsAmount”) as may be necessary will result (after deduction of such Withholding Taxes) in the payment to ensure the Holder of such Convertible Note of the amount that the net amount received by each Holder after would have been payable in respect of such Convertible Note had no such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoingrequired, each of the Issuer and the Guarantors shall pay except that no Additional Amounts to a Holder Amount shall be so payable for or beneficial owner of on account of: (1) any Note: (i) to the extent the Taxes giving rise to such Additional Amounts Withholding Tax that would not have been imposed but for the Holder’s fact that such Holder was a resident, domiciliary or beneficial owner’s national of, or engaged in business or maintained a permanent establishment or was physically present in, the United States or former otherwise has some connection with the Relevant Taxing Jurisdiction (United States other than the mere ownership of, or receipt of payment under, such Convertible Note; (2) subject to the provision relating to a connection arising gross basis tax set forth below, any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on the Convertible Notes (which non-excluded taxes shall include only taxes imposed on a gross tax basis by the United States or any political subdivision thereof); (3) any Withholding Tax that is imposed or withheld by reason of the acquisitionfailure to comply by the Holder of such Convertible Note after the written request by the Company, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (iia) to provide information concerning the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure nationality, residence or identity of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or such beneficial owner is legally entitled or (b) to do so, to comply with make any certification, identification, declaration or other similar claim or satisfy any information or other reporting requirementsrequirement, whether which, in the case of (a) or (b), is required or imposed by a statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes United States or any political subdivision or taxing authority or agency thereof or therein as a precondition to exemption from all or part of such withholding, deduction, tax, assessment or other governmental charge and which Holder is lawfully entitled to provide or make; or (4) any combination of clauses (1), (2) and (3); nor shall such Additional Amounts be paid with respect to any payment on any such Convertible Note to any such Holder who is a fiduciary or partnership to the extent that such payment would be required by the laws of the United States or any jurisdiction from political subdivision or through which payment taxing authority thereof or therein to be included in the income for tax purposes of a settlor with respect to such fiduciary or a member of such partnership who would not have been entitled to such Additional Amounts had it been the Holder of the Convertible Note; nor, if such Holder is made by not the Purchaser, shall any Additional Amounts be payable in excess of the Additional Amounts that would be payable if such Surviving Entity. (f) Holder was the Purchaser. Whenever this Indenture or the Notes refer tothere is mentioned, in any context, any payment on the payment of principal, premium, if any, interest or any other amount payable under or with respect to any NoteConvertible Notes, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12. (g) The Issuer thereof. In addition, for these purposes, if and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent a gross basis tax is being imposed on the Holder as a substitute for any Withholding Tax for which an Additional Amount would otherwise be payable, such Additional Amount would still be payable by the Company in the form of reimbursement to Holder, and the Company agrees to pay any interest, penalties or addition to the gross basis tax only in the event that such interest, penalties or addition to the gross basis tax is directly attributable to actions taken or omissions made by or on behalf of the Company. The Company shall pay to the relevant taxing or other authority the full amount of the deduction or withholding made by it and promptly forward to such Holder received Additional Amounts with respect copies of official receipt or other evidence showing that the full amount of any such deduction or withholding has been paid over to such paymentsthe relevant taxation or other authority before the date on which penalties attach thereto.

Additional Amounts. (a) 2.7.1 All payments that made by or on account of any obligation of the Issuer makes under or with respect to the Trust Notes — Series 2019-A, or that by or on account of any obligation of the Guarantors make Credit Supporter under or with respect to the Guarantees Guarantee, shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer Government of Canada or any Guarantor is organized province or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee territory thereof or by any authority or within any department agency therein or political subdivision thereof having power to tax (eachhereinafter, a “Relevant Taxing JurisdictionCanadian Taxes”), unless the Issuer or such Guarantor, as the case may be, Credit Supporter is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration of lawthereof by the relevant government authority or agency. If the Issuer or a Guarantor the Credit Supporter is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesTrust Notes — Series 2019-A or the Guarantee, the Issuer or the Guarantor, as the case may be, Credit Supporter shall pay as additional interest such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will shall not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts shall be payable with respect to a payment made to a Holder or (an “Excluded Holder”) in respect of a beneficial owner of any Note: (i) with which the Issuer or the Credit Supporter does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time the amount is paid or payable, (ii) where the payment is in respect of a debt or other obligation to pay an amount to a person with whom the extent payor is not dealing at arm’s length for the Taxes giving rise purposes of the Income Tax Act (Canada), (iii) which is subject to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising Canadian Taxes by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information information, documentation or other reporting requirements, whether requirement if compliance is required by statutelaw, treatyregulation, regulation or administrative practice of a Relevant Taxing Jurisdiction, or an applicable treaty as a precondition to exemption from, or a reduction in in, the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (includingsuch Canadian Taxes, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if where all or any portion of the amount paid to such Holder is deemed to be a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise dividend paid to such Additional Amounts would not have been imposed on such payment had such Holder been pursuant to subsection 214(16) of the beneficiaryIncome Tax Act (Canada), partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise which is subject to such Additional Amounts would not have been imposed but for the presentation Canadian Taxes by reason of its carrying on business in or being connected with Canada or any province or territory thereof otherwise than by the Holder mere holding 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 Trust Notes — Series 2019-A or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation receipt of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) payments thereunder. The Issuer and or the Guarantors Credit Supporter shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance authority as and when required under applicable law. 2.7.2 If a Holder has received a refund or credit for any Canadian Taxes with all applicable laws. The respect to which the Issuer and or the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due Credit Supporter has paid Additional Amounts pursuant to applicable lawthis Section 2.7, either a certified copy of tax receipts evidencing such payment, or, if Holder shall pay over such tax receipts are not reasonably available refund to the Issuer or such Guarantor, such other documentation that provides reasonable evidence the Credit Supporter (but only to the extent of such payment Additional Amounts), net of all out-of-pocket expenses of such Holder, together with any interest paid by the Issuer or relevant tax authority in respect of such Guarantorrefund. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay 2.7.3 If Additional Amounts with respect are required to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment be paid under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)this Section 2.7 as a result of a Tax Event, the Issuer or such Guarantor shall deliver may elect to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the redeem outstanding Trust Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof — Series 2019-A pursuant to this Section 4.123.3. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments that the Issuer makes made under or with respect to the Notes by the Company or that the Guarantors make under or with respect to the Guarantees shall any Guarantee by any Guarantor will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (includingincluding penalties, without limitation, penaltiesadditions to tax, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any withholding or deduction is required for or on account of any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Issuer Company or any Guarantor is organized incorporated or is a organized, resident or doing business for tax purposes or (ii) any jurisdiction from or through which any payment is made by or on behalf of the foregoing makes any payment on the Notes Company or any Guarantee or by or within Guarantor (including the jurisdiction of any department or paying agent) or, in each case, any political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer Company or such the relevant Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect subject to the Notesexceptions listed below, the Issuer or the Guarantor, as the case may be, shall will pay such additional amounts in cash (the “Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder beneficial owner of the applicable series of Notes after such withholding or deduction by any applicable withholding agent (including any withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder beneficial owner would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding . Neither the foregoingCompany nor any Guarantor will, each of the Issuer and the Guarantors shall however, pay no Additional Amounts to a Holder holder or beneficial owner of any NoteNotes: (ia) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction or but for any such connection on the part of a partner, beneficiary, settlor or shareholder of such a holder or beneficial owner, if such holder or beneficial owner is a partnership, trust, estate, or corporation, (other than a than, in each case, any connection arising by reason of resulting from the acquisition, ownership, holding or disposition of Notes or by reason of Notes, the receipt of payments thereunder under or under in respect of such Notes or any Guarantee or and/or the exercise or enforcement of rights under or in respect of any Notes or this Indenture or under any Guarantee); (iib) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s a written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do sorequest, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction), but, in each case, only to the extent the Holder or beneficial owner is legally eligible to provide such certification, identification or information or comply with any such reporting requirement; (iiic) with respect to any estate, inheritance, gift, sales, transfer or transfer, personal property tax or any similar Taxes; (ivd) with respect to any Taxes which are payable otherwise than by deduction or withholding in respect of payments under or with respect to the Notes or any Guarantee; (e) if such Holder is a fiduciary or partnership or Person other person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on in respect of such payment had such the Holder been the beneficiary, partner or sole beneficial owner, as the case may be, owner of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (vf) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the later of (i) the date on which payment became due and payable or (ii) the date on which payment thereof is duly provided for whichever occurs laterfor; (vig) with respect to any withholding or deduction that is imposed on in respect of a payment to an individual a Holder or beneficial owner within the meaning of and that is required to be made pursuant to the European Council Directive 2003/48/EC on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law or other governmental regulation implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and); (viih) with respect to any combination of (a) through (g) above. The Company or the items listed above. relevant Guarantor, if they are the applicable withholding agents, will (ci) The Issuer and the Guarantors shall also make such any withholding or deduction of Taxes required by applicable law to be made by them, and (ii) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority authority in accordance with all applicable lawslaw. The Issuer and Company or the Guarantors shall relevant Guarantor will make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer Taxes and provide the Guarantors shall provide same to the Trustee, within trustee (or to a reasonable time after the date the payment Holder upon request). If certified copies of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not obtainable, the Company or the relevant Guarantor shall provide the Trustee (or a Holder upon request) other evidence of payment reasonably available satisfactory to the Issuer Trustee (or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) Holder). At least 30 calendar days prior to each date on which any payment under or with respect to the Notes a Note or any Guarantee is due and payable, if the Issuer Company or any Guarantor shall will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th 35th day prior to the date on which payment under or with respect to the Notes or any Guarantee is due and payable, in which case it will be promptly thereafter), the Issuer Company or such the relevant Guarantor shall will deliver to the Trustee an Officer’s Officers’ Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting will set forth such other information as is necessary to enable the Trustee trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall Company will promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations the obligation to pay such amounts. In addition, The Company and the Issuer or any Guarantor, as Guarantors will pay and indemnify the case may be, shall pay (i) Holder for any present or future stamp, issue, registration, courtcourt or documentary Taxes, documentation, or any other excise or other similar taxesproperty Taxes, charges and duties, including interest and penalties with respect thereto, imposed which are levied by any Relevant Taxing Jurisdiction in respect of on the execution, issueissuance, delivery, registration or delivery enforcement of any of the Notes or Notes, this Indenture, any Guarantee Guarantee, or any other document or instrument referred to thereunder and (ii) therein or any such taxes, charges payments under or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of with respect to the Notes or any Guarantee and/or any other such document or instrument. (e) Guarantee. The foregoing provisions shall obligations described above will survive any termination, defeasance or discharge of this Indenture and shall will apply mutatis mutandis to any successor Person to the Company or any Guarantor and to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) such successor is organized incorporated or organized, resident or doing business for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) successor or its respective agents and, in each case, any political subdivision thereof or therein. Whenever this Indenture or the Notes refer refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any NoteNote or any Guarantee, such reference shall be deemed to include mention of includes the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12if applicable. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All Unless otherwise provided pursuant to Section 301, all payments that made by or on behalf of the Issuer makes Company under or with respect to the Notes Securities of any series (or that the Guarantors make under or by any Guarantor with respect to the Guarantees any guarantee of any such Security) shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental government charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of the government of Canada or of any jurisdiction in which the Issuer province or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee territory thereof or by any authority or within any department agency therein or political subdivision thereof having power to tax (each, a “Relevant Taxing JurisdictionCanadian Taxes”), unless the Issuer or such Guarantor, as the case may be, Company is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration of lawthereof by the relevant government authority or agency. If the Issuer or a Guarantor Company is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesSecurities, the Issuer or the Guarantor, as the case may be, Company shall pay to each Holder as additional interest such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder after such withholding or deduction (including withholding or deduction attributable to and after deducting any Canadian Taxes on such Additional Amounts payable hereunderAmounts) will shall not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing. However, each of the Issuer and the Guarantors shall pay no Additional Amounts shall be payable with respect to a payment made to a Holder or beneficial owner of any Note:(such Holder, an “Excluded Holder”): (i) to with which the extent the Taxes giving rise to such Additional Amounts would Company does not have been imposed but deal at arm’s length (for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason purposes of the acquisition, ownership, holding or disposition of Notes or by reason Income Tax Act (Canada)) at the time of the receipt making of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee)such payment; (ii) to the extent the Taxes giving rise which is subject to such Additional Amounts would not have been imposed but for the failure Canadian Taxes by reason of the Holder being a resident, domicile or beneficial owner national of, or engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof otherwise than by the mere holding of Notes, following Securities or the Issuer’s written request addressed receipt of payments thereunder; (iii) which is subject to such Canadian Taxes by reason of the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, ’s failure to comply with any certification, identification, information documentation or other reporting requirements, whether requirement if compliance is required by statutelaw, treatyregulation, regulation or administrative practice of a Relevant Taxing Jurisdiction, or an applicable treaty as a precondition to exemption from, from or a reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar such Canadian Taxes;; or (iv) if which is subject to such Canadian Taxes because the Holder is a fiduciary or partnership or Person other than not entitled to the sole beneficial owner benefit of an applicable treaty by reason of the legal nature of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner);Holder. The Company shall also: (vi) to the extent the Taxes giving rise to make such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreementdeduction; and (viiii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority authority in accordance with all applicable lawslaw. The Issuer and the Guarantors Company shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide furnish to the TrusteeHolders, within a reasonable time 60 days after the date the payment of any Canadian Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy copies of tax receipts or other documents evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or Company. The Company shall indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Guarantor.Holder for the amount (excluding any Additional Amounts that have been previously paid by the Company), of: (di) At least 30 calendar days prior to each date on which any payment Canadian Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and Securities; (ii) any such taxesliability (including penalties, charges interest and expenses) arising therefrom or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument.with respect thereto; and (eiii) The foregoing provisions shall survive any terminationCanadian Taxes imposed with respect to any reimbursement under Clause (i) or (ii) in this paragraph, defeasance or discharge of but excluding any such Canadian Taxes on such Holder’s net income. Wherever in this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) there is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer tomentioned, in any context, the payment of principal, principal (and premium, if any), interest interest, if any, or any other amount payable under or with respect to any Notea Security, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12thereof. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) 2.6.1 All payments that made by or on account of any obligation of the Issuer makes under or with respect to the Trust Notes — Series 2016-A, or that by or on account of any obligation of the Guarantors make Credit Supporter under or with respect to the Guarantees Guarantee, shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer Government of Canada or any Guarantor is organized province or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee territory thereof or by any authority or within any department agency therein or political subdivision thereof having power to tax (eachhereinafter, a “Relevant Taxing JurisdictionCanadian Taxes”), unless the Issuer or such Guarantor, as the case may be, Credit Supporter is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration of lawthereof by the relevant government authority or agency. If the Issuer or a Guarantor the Credit Supporter is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesTrust Notes — Series 2016-A or the Guarantee, the Issuer or the Guarantor, as the case may be, Credit Supporter shall pay as additional interest such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will shall not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts shall be payable with respect to a payment made to a Holder or (an “Excluded Holder”) in respect of a beneficial owner of any Note: (i) to with which the extent Issuer or the Taxes giving rise Credit Supporter does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising Canadian Taxes by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information information, documentation or other reporting requirements, whether requirement if compliance is required by statutelaw, treatyregulation, regulation or administrative practice of a Relevant Taxing Jurisdiction, or an applicable treaty as a precondition to exemption from, or a reduction in in, the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (includingsuch Canadian Taxes, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax where all or any similar Taxes; portion of the amount paid to such Holder is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) if such Holder which is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise subject to such Additional Amounts would not have been imposed Canadian Taxes by reason of its carrying on such payment had such Holder been the beneficiary, partner business in or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost being connected with Canada or expense associated with transferring such Note to such beneficiary, partner any province or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation territory thereof otherwise than by the Holder mere holding 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 Trust Notes — Series 2016-A or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation receipt of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) payments thereunder. The Issuer and or the Guarantors Credit Supporter shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance authority as and when required under applicable law. 2.6.2 If a Holder has received a refund or credit for any Canadian Taxes with all applicable laws. The respect to which the Issuer and or the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due Credit Supporter has paid Additional Amounts pursuant to applicable lawthis Section 2.6, either a certified copy of tax receipts evidencing such payment, or, if Holder shall pay over such tax receipts are not reasonably available refund to the Issuer or such Guarantor, such other documentation that provides reasonable evidence the Credit Supporter (but only to the extent of such payment Additional Amounts), net of all out-of-pocket expenses of such Holder, together with any interest paid by the Issuer or relevant tax authority in respect of such Guarantorrefund. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay 2.6.3 If Additional Amounts with respect are required to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment be paid under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)this Section 2.6 as a result of a Tax Event, the Issuer or such Guarantor shall deliver may elect to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the redeem outstanding Trust Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof — Series 2016-A pursuant to this Section 4.123.3. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments that made by the Issuer makes Company under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of the Government of Canada or of any jurisdiction in which the Issuer province or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee territory thereof or by any authority or within any department agency therein or political subdivision thereof having power to tax (each, a hereinafter “Relevant Taxing JurisdictionTaxes”), unless the Issuer or such Guarantor, as the case may be, Company is required to withhold or deduct Taxes by law or by the interpretation or administration of lawthereof. If the Issuer or a Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall Company will pay such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay ; provided that no Additional Amounts will be payable with respect to a payment made to a Holder or beneficial owner of any Note:(such Holder, an “Excluded Holder”): (i) to with which the extent Company does not deal at “arm’s length” (within the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason meaning of the acquisition, ownership, holding or disposition Income Tax Act (Canada) (the “Income Tax Act”)) at the time of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee)making such payment; (ii) to the extent the Taxes giving rise which is subject to such Additional Amounts would not have been imposed but for Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the failure mere holding of Notes or the receipt of payments thereunder; (iii) which is subject to such Taxes by reason of the Holder or beneficial owner of Notes, following the IssuerHolder’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, failure to comply with any reasonable written request, made to the Holder in writing at least 30 days before any such withholding or deduction would be payable, by us or any paying agent to timely provide certification, identification, information documentation or other reporting requirements, whether requirements if compliance is required by statutelaw, treatyregulation, regulation or administrative practice of a Relevant Taxing Jurisdiction, or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding offrom, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar such Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts which would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note subject to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for such Holder’s failure to present the presentation by the Holder of any Note, where presentation is required, for payment on a date more than Note within 30 days after the date on which payment such payments became due and payable or the date on which payment thereof is duly provided for for, whichever occurs lateris later (except to the extent the holder would have been entitled to Additional Amounts had such Notes been presented on the last day of such 30-day period); (v) which is subject to such Taxes to the extent such Taxes are estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (vi) which is a fiduciary, a partnership or a person other than the sole beneficial owner of any such payment, if such Taxes would not have been imposed had the beneficiary or settlor with respect to any withholding or deduction that is imposed on such fiduciary, a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation member of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law partnership or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; andbeneficial owner of the payment been the holder of the Notes; (vii) which is a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the In-come Tax Act) of us or at any time not dealing at “arm’s length” (within the meaning of the Income Tax Act) with respect a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act) of us as a consequence of the payment being deemed to be a dividend under the Income Tax Act; or (viii) which is subject to such Taxes by reason of any combination of (i) through (viii) above. The Company (or any Paying Agent, including, if applicable, the items listed above. Trustee) will also and is authorized to (cx) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and (y) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority authority in accordance with all applicable lawslaw. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide Company will furnish to the TrusteeHolder of the Notes, within a reasonable time 30 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy copies of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer Company. In the event the Company fails to adequately remit to the appropriate taxing authority Taxes in respect of which Additional Amounts are payable, the Company will indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (A) any Taxes so levied or imposed and paid by such Guarantor. Holder as a result of payments made under or with respect to the Notes, (dB) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (C) any Taxes imposed with respect to any reimbursement under (A) or (B), but excluding any such Taxes on such Holder’s net income. At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall Company will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)payment, the Issuer or such Guarantor shall Company will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable and setting will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice Wherever in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) there is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer tomentioned, in any context, the payment of principal, principal (and premium, if any), interest or any other amount payable under or with respect to any Notethe Notes, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to thereof. The obligations of the Company under this Section 4.12. (g) The Issuer 10.1 shall survive the termination of this Indenture and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request payment of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made all amounts under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such paymentsSecurities.

Additional Amounts. (a) All payments that made by the Issuer makes Company under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall Securities will be made free and clear of and without withholding or deduction for or on account of any present or of future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) Taxes imposed or levied by or on behalf of any Taxing Authority within any jurisdiction in which the Issuer or any Guarantor Company is organized or is a resident engaged in business for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”)purposes, unless the Issuer or such Guarantor, as the case may be, Company is required to withhold or deduct Taxes by law or by the interpretation or administration of lawthereof. If the Issuer or a Guarantor Company is required to withhold or deduct any amount for or on account of Taxes of imposed by a Relevant Taxing Jurisdiction Authority within any jurisdiction in which the Company is organized or engaged in business for tax purposes, from any payment made under or with respect to the NotesSecurities, the Issuer or the Guarantor, as the case may be, shall Company will pay such additional amounts in cash (“"Additional Amounts”") as may be necessary to ensure so that the net amount received by each Holder holder of Securities (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than equal the amount the Holder holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts will be payable with respect to a Holder or beneficial owner of any Note: (i) to the extent the Taxes giving rise to such Additional Amounts Tax that would not have been imposed imposed, payable or due (i) but for the Holder’s or beneficial owner’s existence of any present or former connection with between the Relevant Taxing Jurisdiction holder (or the beneficial owner of, or person ultimately entitled to obtain an interest in, such Securities) and the jurisdiction in which the Company is organized or engaged in business for tax purposes other than a connection arising by reason the mere holding of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); Securities; (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with satisfy any certification, identification, information identification or other reporting requirements, requirements whether required imposed by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdictionpractice, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification provided that the Holder or beneficial owner Company has delivered a request to the holder to comply with such requirements at least 30 days prior to the date by which such compliance is not resident in the Relevant Taxing Jurisdiction); required; (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, Securities (where presentation is required, ) for payment on a date more than has occurred within 30 days after the date on which such payment became was due and payable or the date on which payment thereof is was duly provided for for, whichever occurs is later; ; or (viiv) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result beneficial owner of, or in connection withperson ultimately entitled to obtain an interest in, such Securities had been the enforcement holder of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture Securities and shall apply mutatis mutandis would not be entitled to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as (excluding the impact of the book-entry procedures described hereunderin Section 2.15). In addition, to the extent that in such context Additional Amounts or indemnification payments are, were or would will not be payable in respect thereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under Tax which is payable otherwise than by withholding from payments of, or in respect of principal of, or any interest on, the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such paymentsSecurities.

Additional Amounts. (a) All payments that made by or on behalf of the Issuer makes Company under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future taxTaxes, duty, levy, impost, assessment unless the Company is required to withhold or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) deduct Taxes by law or by the interpretation or administration thereof. If the Company is so required to withhold or deduct any amount for or on account of whatever nature (collectively, “Taxes”) Taxes imposed or levied by or on behalf of any jurisdiction in which the Issuer Company is organized, resident or any Guarantor is organized or is a resident carrying on business for tax purposes or from or through which any of the foregoing Company makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction ) from any payment made under or with respect to the Notes, the Issuer or Company, subject to the Guarantorexceptions stated below, as the case may be, shall will pay such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure such that the net amount received in respect of such payment by each Holder or beneficial owner after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunderhereunder but excluding Taxes on net income) will not be less than the amount the Holder or beneficial owner, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. (b) Notwithstanding the foregoingThe Company will not, each of the Issuer and the Guarantors shall however, pay no Additional Amounts to a Holder or beneficial owner of any Notewith respect to: (i) Canadian withholding Taxes imposed on a payment to a Holder or beneficial owner with which the extent Company does not deal at arm’s length for the purposes of the Income Tax Act (Canada) (the “Tax Act”) at the time of making such payment (other than where the non-arm’s length relationship arises as a result of the exercise or enforcement of rights under any Notes); (ii) a debt or other obligation to pay an amount to a person with whom the Company is not dealing at arm’s length within the meaning of the Tax Act (other than where the non-arm’s length relationship arises as a result of the exercise or enforcement of rights under any Notes); (iii) any Canadian withholding Taxes imposed on a payment or deemed payment to a Holder or beneficial owner by reason of such Holder or beneficial owner being a “specified shareholder” of the Company (within the meaning of subsection 18(5) of the Tax Act) at the time of payment or deemed payment, or by reason of such Holder or beneficial owner not dealing at arm’s length for the purposes of the Tax Act with a “specified shareholder” of the Company at the time of payment or deemed payment (other than where the Holder or beneficial owner is a “specified shareholder,” or does not deal at arm’s length with a “specified shareholder,” as a result of the exercise or enforcement of rights under any Notes); (iv) Taxes giving rise to such Additional Amounts that would not have been imposed but for the Holder’s or beneficial owner’s existence of any present or former connection with between such Holder (or the beneficial owner of, or person ultimately entitled to obtain an interest in, such Notes, including a fiduciary, settler, beneficiary, member, partner, shareholder or other equity interest owner of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company, corporation or other entity) and the Relevant Taxing Jurisdiction (other than including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, the Relevant Taxing Jurisdiction but not including any connection arising by reason of resulting solely from the acquisition, ownership, holding or disposition of Notes or by reason of Notes, the receipt of payments thereunder or under any Guarantee or and/or the exercise or enforcement of rights under any Notes or this Indenture or under any GuaranteeNotes); (iiv) to the extent the Taxes giving rise to such Additional Amounts that would not have been imposed but for the failure of the such Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holderowner, to the extent such Holder or beneficial owner is legally entitled eligible to do so, to comply with timely satisfy any certification, identification, information information, documentation or other reporting requirementsrequirements concerning such Holder’s or beneficial owner’s nationality, whether residence, identity or connection with the Relevant Taxing Jurisdiction or arm’s length relationship with the Company or otherwise establish the right to the benefit of an exemption from, or reduction in the rate of, withholding or deduction, if such compliance is required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iiivi) with respect to any estate, inheritance, gift, sales, transfer or transfer, personal property tax property, excise or any similar TaxesTaxes or assessment; (ivvii) if such any Taxes that were imposed with respect to any payment on a Note to any Holder who is a fiduciary or partnership or Person person other than the sole beneficial owner of such payment and to the extent the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such the Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner)Note; (vviii) to Taxes imposed on, or deducted or withheld from, payments in respect of the extent the Taxes giving rise to Notes if such Additional Amounts would not payments could have been imposed but made without such imposition, deduction or withholding of such Taxes had such Notes been presented for the presentation by the Holder of any Note, payment (where presentation is required, for payment on a date more than ) within 30 days after the date on which payment such payments or such Notes became due and payable or the date on which payment thereof is duly provided for for, whichever occurs lateris later (except to the extent such Holder or beneficial owner would have been entitled to such Additional Amounts had such Notes been presented on the last day of such 30-day period); (viix) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes; (x) any Taxes that are imposed or withheld as a result of the presentation of any Note for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction that is imposed on a payment by presenting the relevant Note to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; andanother paying agent; (viixi) with respect to any Taxes imposed under FATCA; or (xii) any combination of the foregoing items listed above(i) through (xi). (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall Company will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which such payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall Company will deliver to the U.S. Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting will set forth such other information as is necessary to enable the U.S. Trustee to pay such Additional Amounts to the Holders and/or beneficial owners on the payment date. . (d) The Issuer shall promptly publish Company will indemnify and hold harmless the Holders and beneficial owners of the Notes for the amount of any Taxes under Regulation 803 of the Tax Act, or any similar or successor provision (other than Taxes described in clauses (i) through (xii) above (but including, notwithstanding clause (ix), any Taxes payable pursuant to Regulation 803 of the Tax Act) or Taxes arising by reason of a notice transfer of the Notes to a person resident in accordance Canada with Section 13.02 stating that whom the transferor does not deal at arm’s length for the purposes of the Tax Act except where such Additional Amounts will be payable non-arm’s length relationship arises as a result of the exercise or enforcement of rights under any Notes) levied or imposed on and describing its obligations paid by such a Holder or beneficial owner as a result of payments made under or with respect to pay such amounts. the Notes. (e) In addition, the Issuer or Company will pay any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest any interest, penalties and penalties any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issueissuance, registration registration, delivery or delivery enforcement of the Notes (other than on or any Guarantee in connection with a transfer of the Notes other than the initial sale by an Underwriter) or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Guarantee and/or any other such document or instrumentinstrument (limited, solely in the case of taxes, charges or duties attributable to any payments with respect thereto, to any such taxes, charges or duties imposed in a Relevant Taxing Jurisdiction that are not excluded under Sections 2.05(b)(v), (vi), (vii), (viii), (x) and (xi)). (ef) The foregoing provisions shall obligations described under this Section 2.05 will survive any termination, defeasance or discharge of this the Indenture and shall will apply mutatis mutandis to any successor person to the Company and to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) such successor is organized or is otherwise resident or doing business for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) successor or its respective agents. Whenever this Indenture or the Notes refer Indenture, with respect to the Notes, refers to, in any context, the payment of principal, premium, if any, installments of principal and interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12if applicable. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments that by the Issuer makes under or with Republic in respect to of the Notes or that the Guarantors make under or with respect to the Guarantees shall will be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (eachRepublic, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall pay additional amounts in cash (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay no Additional Amounts to a Holder or beneficial owner of any Note: (i) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or thereof having the power to tax (for purposes of this paragraph, a “Relevant Tax”), unless the withholding or deduction of any jurisdiction from or through which payment such Relevant Tax is made required by law. In that event, the Republic will pay such Surviving Entity. (f) Whenever this Indenture or the Notes refer additional amounts, including but not limited to, in any context, the payment of principal, premium, if any, the 4% withholding tax imposed on payments of interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention bondholders that are not residents of the payment Republic (“Additional Amounts”), as may be necessary to ensure that the amounts received by the bondholders after such withholding or deduction will equal the respective amounts of Additional Amounts or indemnification payments as described hereunder, to the extent principal and interest that in such context Additional Amounts or indemnification payments are, were or would be payable have been receivable in respect thereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by in the absence of such Holder withholding or any Guaranteesdeduction; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that no Additional Amounts will be payable in respect of any Relevant Tax: (i) imposed by reason of a bondholder or beneficial owner of a Note having some present or former connection with the indemnification Republic other than merely being a bondholder or beneficial owner of the Note or receiving payments of any nature on the Note or enforcing its rights in respect of the Note; (ii) imposed by reason of the failure of a bondholder or beneficial owner of a Note, or any other person through which the bondholder or beneficial owner holds a Note, to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Republic of such bondholder or beneficial owner or other person, if compliance with the requirement is a precondition to exemption from all or any portion of such withholding or deduction, provided that (x) the Republic or the Republic’s agent has provided the trustee with at least 60 days’ prior written notice of an opportunity to satisfy such a requirement, and (y) in no event shall such holder or beneficial owner or other person’s obligation to satisfy such a requirement require such holder or beneficial owner or other person to provide any materially more onerous information, documents or other evidence than would be required to be provided had such holder or beneficial owner or other person been required to file Internal Revenue Service Forms W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY; or (iii) is imposed by reason of a bondholder or beneficial owner of a Note, or any other person through which the bondholder or beneficial owner holds a Note, having presented the Note for payment (where such presentation is required) more than 30 days after the relevant date, except to the extent that the bondholder or beneficial owner or such other person would have been entitled to Additional Amounts on presenting the Note for payment on any date during such 30-day period. As used in this paragraph (g) shall h), “relevant date” in respect to any Notes, means the date on which payment in respect hereof first becomes due or, if the full amount of the money payable has not extend been received by the Trustee on or prior to Taxes imposed such due date, the date on which notice is duly given under the Indenture to the holders that such monies have been so received and are available for payment. Any reference to “principal” and/or “interest” under the Indenture also refers to any additional amounts which may be payable under the eligible Holder Indenture. The Republic will pay any present or future stamp, court or documentary taxes or any excise or property taxes, charges or similar levies which arise in the Republic or any political subdivision thereof or taxing authority thereof or therein in respect of the creation, issue, execution, initial delivery or registration of the Notes would not have been eligible or any other document or instrument referred to receive payment therein. The Republic will also indemnify the bondholders from and against any stamp, court or documentary taxes or any excise or property taxes, charges or similar levies resulting from, or required to be paid by any of Additional Amounts hereunder them in any jurisdiction in connection with, the enforcement of the obligations of the Republic under the Notes or any other document or instrument referred to therein following the extent such Holder received Additional Amounts with respect to such paymentsoccurrence of any Event of Default.

Additional Amounts. (a) 2.6.1 All payments that made by or on account of any obligation of the Issuer makes under or with respect to the Trust Notes — Series 2017-A, or that by or on account of any obligation of the Guarantors make Credit Supporter under or with respect to the Guarantees Guarantee, shall be made free and clear of and without withholding or deduction for for, or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer Government of Canada or any Guarantor is organized province or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee territory thereof or by any authority or within any department agency therein or political subdivision thereof having power to tax (eachhereinafter, a “Relevant Taxing JurisdictionCanadian Taxes”), unless the Issuer or such Guarantor, as the case may be, Credit Supporter is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration of lawthereof by the relevant government authority or agency. If the Issuer or a Guarantor the Credit Supporter is so required to withhold or deduct any amount for or on account of Canadian Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesTrust Notes — Series 2017-A or the Guarantee, the Issuer or the Guarantor, as the case may be, Credit Supporter shall pay as additional interest such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will shall not be less than the amount the Holder would have received if such Canadian Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts shall be payable with respect to a payment made to a Holder or (an “Excluded Holder”) in respect of a beneficial owner of any Note: (i) to with which the extent Issuer or the Taxes giving rise Credit Supporter does not deal at arm’s length (for purposes of the Income Tax Act (Canada)) at the time of the making of such payment, (ii) which is subject to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising Canadian Taxes by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information information, documentation or other reporting requirements, whether requirement if compliance is required by statutelaw, treatyregulation, regulation or administrative practice of a Relevant Taxing Jurisdiction, or an applicable treaty as a precondition to exemption from, or a reduction in in, the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (includingsuch Canadian Taxes, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax where all or any similar Taxes; portion of the amount paid to such Holder is deemed to be a dividend paid to such Holder pursuant to subsection 214(16) of the Income Tax Act (Canada), or (iv) if such Holder which is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise subject to such Additional Amounts would not have been imposed Canadian Taxes by reason of its carrying on such payment had such Holder been the beneficiary, partner business in or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost being connected with Canada or expense associated with transferring such Note to such beneficiary, partner any province or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation territory thereof otherwise than by the Holder mere holding 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 Trust Notes — Series 2017-A or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation receipt of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) payments thereunder. The Issuer and or the Guarantors Credit Supporter shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance authority as and when required under applicable law. 2.6.2 If a Holder has received a refund or credit for any Canadian Taxes with all applicable laws. The respect to which the Issuer and or the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due Credit Supporter has paid Additional Amounts pursuant to applicable lawthis Section 2.6, either a certified copy of tax receipts evidencing such payment, or, if Holder shall pay over such tax receipts are not reasonably available refund to the Issuer or such Guarantor, such other documentation that provides reasonable evidence the Credit Supporter (but only to the extent of such payment Additional Amounts), net of all out-of-pocket expenses of such Holder, together with any interest paid by the Issuer or relevant tax authority in respect of such Guarantorrefund. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay 2.6.3 If Additional Amounts with respect are required to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment be paid under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)this Section 2.6 as a result of a Tax Event, the Issuer or such Guarantor shall deliver may elect to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the redeem outstanding Trust Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof — Series 2017-A pursuant to this Section 4.123.3. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments that made by the Issuer makes Corporation under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall 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, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of the Government of Canada or of any jurisdiction in which the Issuer province or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee territory thereof or by any authority or within any department agency therein or political subdivision thereof having power to tax (each, a hereinafter “Relevant Taxing JurisdictionTaxes”), unless the Issuer or such Guarantor, as the case may be, Corporation is required to withhold or deduct Taxes by law or by the interpretation or administration of lawthereof. If the Issuer or a Guarantor Corporation is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesSecurities, the Issuer or the Guarantor, as the case may be, shall Corporation will pay such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay ; provided that no Additional Amounts will be payable with respect to a payment made to a Holder or beneficial owner of any Note:(such Holder, an “Excluded Holder”) (i) to with which the extent Corporation does not deal at arm’s length (within the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason meaning of the acquisition, ownership, holding or disposition Income Tax Act (Canada)) (the “Income Tax Act”) at the time of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee)making such payment; (ii) to the extent the Taxes giving rise which is subject to such Additional Amounts would not have been imposed but for Taxes by reason of its being connected with Canada or any province or any territory thereof otherwise than by the failure mere holding of Securities or the receipt of payments thereunder; (iii) which is subject to such Taxes by reason of the Holder or beneficial owner of Notes, following the IssuerHolder’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, failure to comply with any reasonable written request, made to the Holder in writing at least 30 days before any such withholding or deduction would be payable, by us or any paying agent to timely provide certification, identification, information documentation or other reporting requirements, whether requirements if compliance is required by statutelaw, treatyregulation, regulation or administrative practice of a Relevant Taxing Jurisdiction, or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding offrom, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar such Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts which would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note subject to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for such Holder’s failure to present the presentation by the Holder of any Note, where presentation is required, for payment on a date more than Securities within 30 days after the date on which payment such payments became due and payable or the date on which payment thereof is duly provided for for, whichever occurs lateris later (except to the extent the Holder would have been entitled to Additional Amounts had such Securities been presented on the last day of such 30-day period); (v) which is subject to such Taxes to the extent such Taxes are estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (vi) which is a fiduciary, a partnership or a person other than the sole beneficial owner of any such payment, if such Taxes would not have been imposed had the beneficiary or settlor with respect to any withholding or deduction that is imposed on such fiduciary, a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation member of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law partnership or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; andbeneficial owner of the payment been the Holder of the Security; (vii) which is a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Income Tax Act) of the Corporation or at any time not dealing at arm’s length (within the meaning of the Income Tax Act) with respect a “specified shareholder” (within the meaning of subsection 18(5) of the Income Tax Act) of the Corporation as a consequence of the payment being deemed to be a dividend under the Income Tax Act; or (viii) which is subject to such Taxes by reason of any combination of (i) through (vii) above. The Corporation (or any Paying Agent, including, if applicable, the items listed above. Trustee) will also and is authorized to (cx) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and (y) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority authority in accordance with all applicable lawslaw. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide Corporation will furnish to the TrusteeHolder of the Securities, within a reasonable time 30 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy copies of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer Corporation. In the event the Corporation fails to adequately remit to the appropriate taxing authority Taxes in respect of which Additional Amounts are payable, the Corporation will indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such Holder for the amount of (A) any Taxes so levied or imposed and paid by such Guarantor. Holder as a result of payments made under or with respect to the Securities, (dB) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (C) any Taxes imposed with respect to any reimbursement under (A) or (B), but excluding any such Taxes on such Holder’s net income. At least 30 calendar days prior to each date on which any payment under or with respect to the Notes Securities is due and payable, if the Issuer or any Guarantor shall Corporation will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)payment, the Issuer or such Guarantor shall Corporation will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable and setting will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice Wherever in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) there is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer tomentioned, in any context, the payment of principal, principal (and premium, if any), interest or any other amount payable under or with respect to any Notea Security, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to thereof. The obligations of the Corporation under this Section 4.12. (g) The Issuer 1008 shall survive the termination of this Indenture and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request payment of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made all amounts under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such paymentsSecurities.

Additional Amounts. (ai) All payments that by the Issuer makes under or with Republic in respect to of the Notes or that the Guarantors make under or with respect to the Guarantees shall will be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (eachRepublic, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall pay additional amounts in cash (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay no Additional Amounts to a Holder or beneficial owner of any Note: (i) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or thereof having the power to tax (for purposes of this paragraph, a “Relevant Tax”), unless the withholding or deduction of any jurisdiction from or through which payment such Relevant Tax is made required by law. In that event, the Republic will pay such Surviving Entity. (f) Whenever this Indenture or the Notes refer additional amounts, including but not limited to, in any context, the payment of principal, premium, if any, the 4% withholding tax imposed on payments of interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention bondholders that are not residents of the payment Republic (“Additional Amounts”), as may be necessary to ensure that the amounts received by the bondholders after such withholding or deduction will equal the respective amounts of Additional Amounts or indemnification payments as described hereunder, to the extent principal and interest that in such context Additional Amounts or indemnification payments are, were or would be payable have been receivable in respect thereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by in the absence of such Holder withholding or any Guaranteesdeduction; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that no Additional Amounts will be payable in respect of any Relevant Tax: (A) imposed by reason of a bondholder or beneficial owner of a Note having some present or former connection with the indemnification Republic other than merely being a bondholder or beneficial owner of the Note or receiving payments of any nature on the Note or enforcing its rights in respect of the Note; (B) imposed by reason of the failure of a bondholder or beneficial owner of a Note, or any other person through which the bondholder or beneficial owner holds a Note, to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Republic of such bondholder or beneficial owner or other person, if compliance with the requirement is a precondition to exemption from all or any portion of such withholding or deduction, provided that (x) the Republic or the Republic’s agent has provided the trustee with at least 60 days’ prior written notice of an opportunity to satisfy such a requirement, and (y) in no event shall such holder or beneficial owner or other person’s obligation to satisfy such a requirement require such holder or beneficial owner or other person to provide any materially more onerous information, documents or other evidence than would be required to be provided had such holder or beneficial owner or other person been required to file Internal Revenue Service Forms W-8BEN, W-8BEN-E, W-8ECI, W-8EXP and/or W-8IMY; or (C) is imposed by reason of a bondholder or beneficial owner of a Note, or any other person through which the bondholder or beneficial owner holds a Note, having presented the Note for payment (where such presentation is required) more than 30 days after the relevant date, except to the extent that the bondholder or beneficial owner or such other person would have been entitled to Additional Amounts on presenting the Note for payment on any date during such 30-day period. As used in this paragraph (g) shall h), “relevant date” in respect to any Notes, means the date on which payment in respect hereof first becomes due or, if the full amount of the money payable has not extend been received by the Trustee on or prior to Taxes imposed such due date, the date on which notice is duly given under the Indenture to the holders that such monies have been so received and are available for payment. Any reference to “principal” and/or “interest” under the Indenture also refers to any additional amounts which may be payable under the eligible Holder Indenture. The Republic will pay any present or future stamp, court or documentary taxes or any excise or property taxes, charges or similar levies which arise in the Republic or any political subdivision thereof or taxing authority thereof or therein in respect of the creation, issue, execution, initial delivery or registration of the Notes would not or any other document or instrument referred to therein. The Republic will also indemnify the bondholders from and against any stamp, court or documentary taxes or any excise or property taxes, charges or similar levies resulting from, or required to be paid by any of them in any jurisdiction in connection with, the enforcement of the obligations of the Republic under the Notes or any other document or instrument referred to therein following the occurrence of any Event of Default. (ii) From the date hereof through the period ending 30 days after the Closing Date, the Republic will ensure that no other dollar-denominated debt securities of the Republic, other than debt securities with a maturity of one year or less, are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Underwriters, have been eligible to receive payment a detrimental effect on the successful offering and distribution of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such paymentsNotes, unless the Underwriters otherwise agree in writing.

Additional Amounts. (a) All payments that made by the Issuer makes under Company or with any Guarantor in respect to of the Notes or that the Guarantors make under or with respect to the related Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) Taxes imposed or levied by or on behalf of any Taxing Authority of Brazil or Luxembourg or other jurisdiction in which the Issuer Company or any such Guarantor is organized or is a resident engaged in business for tax purposes or from or through which (any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, aforementioned being a “Relevant Taxing Jurisdiction”), unless Taxes are required to be withheld or deducted by law or by the Issuer interpretation or administration thereof. If Taxes are required to be withheld or deducted by a Taxing Authority within any Taxing Jurisdiction, from any payment made by the Company or any Guarantor, as the case may be, then the Company or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall pay such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder of Notes (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than shall equal the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts to a Holder or beneficial owner of any Noteshall be payable with respect to: (i) to any Tax imposed by the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, holding or disposition of Notes United States or by reason of the receipt of payments thereunder any political subdivision or under any Guarantee Taxing Authority thereof or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee)therein; (ii) to the extent the any Taxes giving rise to such Additional Amounts that would not have been imposed so imposed, deducted or withheld but for the failure existence of any connection between the Holder or beneficial owner of Notesa Note (or between a fiduciary, following settlor, beneficiary, member or shareholder of, or possessor of power over, the Issuer’s written request addressed to Holder or beneficial owner of such Note, if the Holder, to the extent such Holder or beneficial owner is legally entitled an estate, nominee, trust, partnership or corporation) and the relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding or enforcement of such Note); (iii) any estate, inheritance, gift, sales, value-added, excise, transfer or personal property Tax or similar Tax; (iv) any Taxes payable otherwise than by deduction or withholding from payments under or with respect to do sothe Notes or the Guarantees; (v) any Taxes that would not have been so imposed, deducted or withheld if the Holder or beneficial owner of a Note or beneficial owner of any payment on the Guarantee of such Note had (A) made a declaration of non-residence, or any other claim or filing for exemption, to comply which it is entitled or (B) complied with any certification, identification, information information, documentation or other reporting requirementsrequirement concerning the nationality, whether residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner of such Note or any payment on such Note (provided that (x) such declaration of non-residence or other claim or filing for exemption or such compliance is required by statute, treaty, regulation or administrative practice the applicable law of a Relevant the Taxing Jurisdiction, Jurisdiction as a precondition to exemption from, or reduction in the rate of the imposition, deduction or withholding of, such Taxes imposed by and (y) at least 30 days prior to the Relevant Taxing Jurisdiction (including, without limitation, a certification that first payment date with respect to which such declaration of non-residence or other claim or filing for exemption or such compliance is required under the Holder or beneficial owner is not resident in applicable law of the Relevant Taxing Jurisdiction, Holders at that time have been notified by such Guarantor or any other Person through whom payment may be made that a declaration of non-residence or other claim or filing for exemption or such compliance is required to be made); (iiivi) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts that would not have been imposed on such so imposed, deducted or withheld if the beneficiary of the payment had such Holder been presented the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for for, whichever occurs later; is later (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant except to the European Council Directive extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the taxation last day of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU30-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; andday period); (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to a Note to any Holder that is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; (viii) any Luxembourg registration duties (droit d’enregistrement) payable in the case of a voluntary registration of the Notes (and/or any document in relation therewith) by any holder or beneficial owner of such Notes with the Administration de l’Enregistrement des Domaines et de la TVA in Luxembourg, when such registration is due and payablenot required to maintain, if preserve or enforce the Issuer rights of that holder or beneficial owner under the Notes (and/or any document in relation therewith); or (ix) any combination of items (i) through (viii) above. Notwithstanding any other provisions contained herein, each of the Issuers, any Guarantor or any Guarantor other person making payments on behalf of the Issuers shall be obligated entitled to pay deduct and withhold as required, and shall not be required to pay, any Additional Amounts with respect to any such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date withholding or deduction imposed on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery any Note pursuant to Sections 1471 through 1474 of the Notes Code (commonly referred to as “FATCA”), any treaty, law, regulation or other official guidance enacted by any Guarantee jurisdiction implementing FATCA, any agreement between either of the Issuers, any Guarantor or any other document person and the United States or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result ofimplementing FATCA, or in connection with, the enforcement any law of the Notes or any Guarantee and/or any other such document or instrumentjurisdiction implementing an intergovernmental approach to FATCA. (eb) The foregoing provisions shall survive any termination, defeasance or discharge of Whenever in this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) there is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer tomentioned, in any context, the payment of principal, premium, if any, interest or of any other amount payable under or with respect to any NoteNote or any Guarantee, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12thereof. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All 2.16.1 Any payments that made by or on behalf of the Issuer makes Company under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall Debentures will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer Company or such Guarantor, as the case may be, any other payor is required to withhold or deduct Taxes by law Applicable Law or by the interpretation or administration of lawthereof by the relevant Governmental Authority. If the Issuer or a Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesDebentures, the Issuer Company will make such withholding or deduction and will remit the Guarantor, full amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law and the case may be, shall Company will pay to the Indenture Trustee such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder of Debentures (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts will be payable with respect to any payment to a Holder or beneficial owner (an “Excluded Holder”) in respect of any Note: a Beneficial Holder who is liable for such Taxes in respect of such Debentures (i) to by reason of such Holder or Beneficial Holder being a Person with whom the extent the Taxes giving rise to such Additional Amounts would Company is not have been imposed but dealing at arm’s length for the Holder’s purposes of the Income Tax Act (Canada) at the time of making such payment, or beneficial owner’s (ii) by reason of the existence of any present or former connection with the Relevant Taxing Jurisdiction (between such Holder or Beneficial Holder and Canada or any province or territory thereof other than a connection arising solely by reason of the acquisitionHolder’s activity in connection with purchasing the Debentures, ownershipthe mere holding, holding deemed holding, use or disposition of Notes or by reason ownership of the receipt Debentures, or receiving payments under or enforcing any rights in respect of payments thereunder such Debentures as a non-resident or under deemed non-resident of Canada or any Guarantee province or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) territory thereof. The Company agrees to the extent the Taxes giving rise to indemnify and hold harmless each Holder and reimburse such Additional Amounts would not have been imposed but Holder, upon its written request, for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes referred to in this Section 2.16.1 so deducted levied or withheld from each Relevant Taxing Jurisdiction imposing imposed or paid by such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time Holder. 2.16.2 Within 90 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable lawApplicable Law, either a certified copy the Company will furnish to the Indenture Trustee copies of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such GuarantorCompany. (d) At least 30 calendar days prior to each date on which any payment under or with respect to 2.16.3 Whenever in the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, Indenture or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) Debenture there is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer tomentioned, in any context, the payment of principal, principal (and premium, if any), a purchase price pursuant to an Offer to Purchase, interest or any other amount payable under or with respect to any NoteDebenture, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof thereof. 2.16.4 The Company covenants that if it is determined that it is required under the Applicable Laws to make any deduction or withholding on payments of principal of or interest on the Debentures for or on account of any Taxes, at least 10 days prior to the first date on which amounts of principal or interest under this Indenture shall be payable on which deduction or withholding for Taxes would be required, and at least 10 days prior to each subsequent date on which amounts of principal or interest under this Indenture shall be payable for so long as such payments are subject to deduction or withholding for Taxes, the Company shall furnish the Indenture Trustee (and the Paying Agent, if different from the Indenture Trustee) with an Officer’s Certificate (but only if there has been any change with respect to the matters set forth in any previously delivered Officer’s Certificate) instructing the Indenture Trustee (and the Paying Agent, if different from the Indenture Trustee) as to whether such payment of principal of or any interest on such Debentures shall be made without deduction or withholding for or on account of any Taxes. If any such deduction or withholding shall be required by the Applicable Laws, then such certificate shall specify the amount, if any, required to be deducted or withheld on such payment to the relevant recipient, shall certify that the Company shall pay such deduction or withholding amount to the appropriate taxing authority, and shall certify that the Company shall pay or cause to be paid to the Indenture Trustee (or the Paying Agent, if different from the Indenture Trustee) the Additional Amounts, if any, required under subsection 2.16.1. 2.16.5 The Company agrees to indemnify the Indenture Trustee (and the Paying Agent, if different from the Indenture Trustee) for, and to hold each harmless against, any loss, liability or expense reasonably incurred without bad faith, negligence or willful misconduct on its part arising out of or in connection with actions taken or omitted by it in reliance on any Officer’s Certificate furnished pursuant to this Section 4.122.16 or any failure to furnish such a certificate. 2.16.6 The obligations of the Company pursuant to this Section 2.16 shall survive termination or discharge of this Indenture, repayment of the Debentures and/or the resignation or removal of the Indenture Trustee (g) The Issuer and the GuarantorsPaying Agent, jointly and severally, shall indemnify and hold harmless if different from the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (iiIndenture Trustee), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments that by the Issuer makes under Company or with the Guarantor in respect to of the Notes or that the Guarantors make under or with respect to Guarantee, as the Guarantees case may be, including, without limitation, Additional Interest, if any, shall be made free and clear of of, and without withholding or deduction for or on account of of, any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) charges of whatever nature (collectivelyimposed, “Taxes”) imposed levied, collected, withheld or levied assessed by or on behalf of any Brazil or the Cayman Islands or a successor jurisdiction in which the Issuer or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Company or the Guarantor is organized or is a resident for tax purposes or from or through which any (as guarantor of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”Notes), unless as applicable, shall make such deduction or withholding, make payment of the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect so withheld to the Notes, the Issuer or the Guarantor, as the case may be, shall appropriate governmental authority and pay to each Holder such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure that the net amount received amounts receivable by each Holder the Holders (including Additional Amounts) after such withholding or deduction (including shall equal the respective amounts of principal of, or premium, if any, or interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducteddeduction. (ba) Notwithstanding the foregoing, each of neither the Issuer and Company nor the Guarantors shall Guarantor will have to pay no Additional Amounts to a Holder or beneficial owner of any NoteAmounts: (i) to, or to the extent the Taxes giving rise to a third party on behalf of, a Holder who is liable for such Additional Amounts would not have been imposed but for the Holder’s taxes, duties, assessments or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising governmental charges in respect of such Note by reason of such Holder or the acquisition, ownership, beneficial owner having some connection with Brazil or the Cayman Islands other than the mere holding or disposition of Notes or by reason of the Note and the receipt of payments thereunder or under any Guarantee or with respect to the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee)Note; (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure in respect of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction Notes surrendered (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation surrender is required, for payment on a date ) more than 30 days after the date Relevant Date except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on which surrender of such Note for payment became due and payable or on the date on which payment thereof is duly provided for whichever occurs laterlast day of such period of 30 days; (viiii) with respect to any where such withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the any European Council Union Directive on the taxation of savings income which was adopted by implementing the conclusions of the ECOFIN Council on June 3meeting of November 26-27, 2003 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; (iv) to, or to a third party on behalf of, a Holder who is liable for such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26taxes, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law duties, assessments or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination charges by reason of the items listed above. (c) The Issuer and failure of such Holder or the Guarantors shall also make beneficial owner to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Brazil, the Cayman Islands or a successor jurisdiction or applicable political subdivision or authority thereof or therein having power to tax, of such withholding Holder or deduction of Taxes the beneficial owner, if compliance is required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trusteejurisdiction, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein having power to tax, as a precondition to exemption from, or any jurisdiction from reduction in the rate of, the tax, assessment or through which payment is made by other governmental charge and the Company or the Guarantor, as applicable, has given the Holders at least 30 days’ notice that Holders will be required to provide such Surviving Entity.certification, identification or other requirement; (fv) Whenever this Indenture in respect of any estate, inheritance, gift, sales, transfer, personal property or the Notes refer tosimilar tax, assessment or governmental charge; (vi) in respect of any contexttax, the payment assessment or other governmental charge which is payable other than by deduction or withholding from payments of principalprincipal of, or premium, if any, or interest (including Additional Interest, if any) on the Note or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (vii) any other amount payable under or with respect to any Note, such reference shall be deemed to include mention combination of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12above. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments that of principal, premium, if any, or interest by the Issuer makes under or with in respect to of the Notes or that the Guarantors make under or with respect Subsidiary Guarantors, in the case of payments pursuant to the Note Guarantees in respect of the Notes (whichever applicable, the “Applicable Payor”) shall be made free and clear of of, and without deduction or withholding or deduction for or on account of any present or future taxtaxes, dutypenalties, levyfines, impostduties, assessment assessments or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) charges of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor or, if applicable, the Subsidiary Guarantor, is organized or is a then resident for tax purposes or from any jurisdiction by or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof is made (each, a “Relevant Taxing Tax Jurisdiction”), or any political subdivision thereof or any authority therein having power to tax (“Applicable Taxes”), unless the Issuer such deduction or such Guarantor, as the case may be, withholding is required to withhold by law, or deduct Taxes by law the official interpretation thereof or by the interpretation or administration of lawthereof. If the Issuer or a Guarantor is required to withhold or deduct In any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notessuch event, the Issuer or the Guarantor, as the case may be, Applicable Payor shall pay such additional amounts in cash (“Additional Amounts”) in respect of Applicable Taxes as may be necessary to ensure that the net amount amounts received by each Holder Holders of such Notes after such deduction or withholding shall equal the respective amounts that would have been receivable in respect of such Notes in the absence of such deduction or deduction (including withholding or deduction attributable to withholding, except that no such Additional Amounts payable hereunder) will not shall be less than the amount the Holder would have received if such Taxes had not been withheld or deducted.payable: (bi) Notwithstanding the foregoing, each to or on behalf of the Issuer and the Guarantors shall pay no Additional Amounts to a Holder or beneficial owner of any Note: (i) to the extent the a Note that is liable for Applicable Taxes giving rise to in respect of such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s Note by reason of having a present or former connection with the Relevant Taxing relevant Tax Jurisdiction (imposing or levying the Applicable Taxes other than a connection arising by reason of the acquisition, ownership, mere holding or disposition owning of Notes such Note or by reason the enforcement of rights with respect to such Note or the receipt of income or any payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee)in respect thereof; (ii) to the extent the or on behalf of a Holder or beneficial owner of a Note in respect of Applicable Taxes giving rise to such Additional Amounts that would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, a Note to comply with any certification, identification, information information, documentation or other reporting requirements, whether requirement (within 30 calendar days following a written request from the Applicable Payor to the Holder for compliance) if such compliance is required by statuteapplicable law, treatyregulation, regulation or administrative practice of a Relevant Taxing Jurisdiction, or an applicable treaty as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction)Applicable Taxes; (iii) with to or on behalf of a Holder or beneficial owner of a Note in respect to of any estate, inheritance, gift, sales, transfer transfer, personal assets or personal property tax similar tax, assessment or any similar Taxesother governmental charge; (iv) if such to or on behalf of a Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such a Note in respect of Applicable Taxes payable otherwise than by withholding from payment and of principal of, premium, if any, or interest on the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner)Notes; (v) to the extent the or on behalf of a Holder or beneficial owner of a Note in respect of Applicable Taxes giving rise to such Additional Amounts that would not have been imposed but for the presentation by fact that the Holder of any Note, presented such Note for payment (where presentation is required, for payment on a date ) more than 30 days after the later of (x) the date on which such payment became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which payment thereof is duly provided for whichever occurs laterwhich, the full amount having been so received, notice to that effect will be deemed to have been given to the Holders by the Trustee; (vi) with to or on behalf of a Holder or beneficial owner of a Note in respect to of any withholding tax, duty, assessment or deduction government charge that is imposed on or with respect to a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to an individual and avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a Member State of the European Union; (vii) to or on behalf of a Holder or beneficial owner of a Note in respect of any Applicable Taxes that is required to be made are imposed pursuant to the European Union Council Directive 2003/48/EC or any other Directive on the taxation of savings income which was adopted by implementing the conclusions of the ECOFIN Council on June 3council meeting of 26 and 27 November 2000, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, any such agreementDirective; andor (viii) any combination of items (i) to (vii) above, nor shall Additional Amounts be paid with respect to any combination payment of the items listed above. (c) The Issuer and principal of, or any premium or interest on, any Notes to any Holder or beneficial owner of a Note who is a fiduciary, or partnership, or limited liability company or other than the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence sole beneficial owner of such payment to the extent such payment would be required by the Issuer laws of the relevant Tax Jurisdiction to be included in the income for tax purposes of a beneficiary, or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts settlor with respect to such payment (unless fiduciary, or a member of such obligation partnership or limited liability company or a beneficial owner who would not have been entitled to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and had it been the amounts so payable and setting forth Holder of such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amountsNotes. In addition, the Issuer or any Guarantor, as the case may be, shall pay and indemnify the Holders against any Peruvian value-added tax that is imposed on a payment of interest on the Notes, except to the extent that such Peruvian value-added tax would be excluded from payment of Additional Amounts pursuant to items (i) through (viii) above. All references in this Indenture to principal, premium or interest payable hereunder shall be deemed to include references to any Additional Amounts payable with respect to such principal, premium or interest. The Applicable Payor shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of any amounts deducted or withheld promptly upon the Applicable Payor’s payment thereof, and copies of such documentation shall be made available by the Trustee to Holders upon written request to the Trustee. The Issuer shall pay promptly when due any present or future stamp, issue, registration, court, documentation, court or documentary taxes or any excise or other similar property taxes, charges and duties, including interest and penalties with respect thereto, imposed by or similar levies that arise in any Relevant Taxing Jurisdiction in respect of jurisdiction from the execution, issue, delivery or registration or delivery of the Notes or any Guarantee each Note or any other document or instrument referred to thereunder and (ii) herein or such Note, excluding any such taxes, charges or duties similar levies imposed by any jurisdiction as that is not a result ofTax Jurisdiction except those resulting from, or required to be paid in connection with, the enforcement of the Notes such Note or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture instrument after the occurrence and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or during the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request continuance of any Holder, reimburse such Holder for the amount Event of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or Default with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described Note in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such paymentsdefault.

Additional Amounts. (a) All 2.16.1 Any payments that made by or on behalf of the Issuer makes Company under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall Debentures will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer Company or such Guarantor, as the case may be, any other payor is required to withhold or deduct Taxes by law Applicable Law or by the interpretation or administration of lawthereof by the relevant Governmental Authority. If the Issuer or a Guarantor Company is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesDebentures, the Issuer Company will make such withholding or deduction and will remit the Guarantor, full amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law and the case may be, shall Company will pay to the Indenture Trustee such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder of Debentures (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts will be payable with respect to any payment to a Holder or beneficial owner (an “Excluded Holder”) in respect of any Note: a Beneficial Holder who is liable for such Taxes in respect of such Debentures (i) to by reason of such Holder or Beneficial Holder being a Person with whom the extent the Taxes giving rise to such Additional Amounts would Company is not have been imposed but dealing at arm’s length for the Holder’s purposes of the Income Tax Act (Canada) at the time of making such payment, or beneficial owner’s (ii) by reason of the existence of any present or former connection with the Relevant Taxing Jurisdiction (between such Holder or Beneficial Holder and Canada or any province or territory thereof other than a connection arising solely by reason of the acquisitionHolder’s activity in connection with purchasing the Debentures, ownershipthe mere holding, holding deemed holding, use or disposition of Notes or by reason ownership of the receipt Debentures, or receiving payments under or enforcing any rights in respect of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, Debentures as a precondition to exemption from, non-resident or reduction in the rate deemed non-resident of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax Canada or any similar Taxes; (iv) if such Holder is a fiduciary province or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed aboveterritory thereof. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time 2.16.2 Within 90 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable lawApplicable Law, either a certified copy the Company will furnish to the Indenture Trustee copies of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such GuarantorCompany. (d) At least 30 calendar days prior to each date on which any payment under or with respect to 2.16.3 Whenever in the Notes is due and payable, if the Issuer or any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, Indenture or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) Debenture there is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer tomentioned, in any context, the payment of principal, principal (and premium, if any), a purchase price pursuant to an Offer to Purchase, interest or any other amount payable under or with respect to any NoteDebenture, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof thereof. 2.16.4 The Company covenants that if it is determined that it is required under the Applicable Laws to make any deduction or withholding on payments of principal of or interest on the Debentures for or on account of any Taxes, at least 10 days prior to the first date on which amounts of principal or interest under this Indenture shall be payable on which deduction or withholding for Taxes would be required, and at least 10 days prior to each subsequent date on which amounts of principal or interest under this Indenture shall be payable for so long as such payments are subject to deduction or withholding for Taxes, the Company shall furnish the Indenture Trustee (and the Paying Agent, if different from the Indenture Trustee) with an Officer’s Certificate (but only if there has been any change with respect to the matters set forth in any previously delivered Officer’s Certificate) instructing the Indenture Trustee (and the Paying Agent, if different from the Indenture Trustee) as to whether such payment of principal of or any interest on such Debentures shall be made without deduction or withholding for or on account of any Taxes. If any such deduction or withholding shall be required by the Applicable Laws, then such certificate shall specify the amount, if any, required to be deducted or withheld on such payment to the relevant recipient, shall certify that the Company shall pay such deduction or withholding amount to the appropriate taxing authority, and shall certify that the Company shall pay or cause to be paid to the Indenture Trustee (or the Paying Agent, if different from the Indenture Trustee) the Additional Amounts, if any, required under subsection 2.16.1. 2.16.5 The Company agrees to indemnify the Indenture Trustee (and the Paying Agent, if different from the Indenture Trustee) for, and to hold each harmless against, any loss, liability or expense reasonably incurred without bad faith, negligence or wilful misconduct on its part arising out of or in connection with actions taken or omitted by it in reliance on any Officer’s Certificate furnished pursuant to this Section 4.122.16 or any failure to furnish such a certificate. 2.16.6 The obligations of the Company pursuant to this Section 2.16 shall survive termination or discharge of this Indenture, repayment of the Debentures and/or the resignation or removal of the Indenture Trustee (g) The Issuer and the GuarantorsPaying Agent, jointly and severally, shall indemnify and hold harmless if different from the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (iiIndenture Trustee), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments that by MSXI Limited and any Guarantor in respect of the Issuer makes under or with respect to the U.K. Notes or that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future taxtaxes, dutyduties, levy, impost, assessment assessments or other governmental charge (includingcharges of whatsoever nature, without limitation, including penalties, interest and any other similar liabilities related thereto) of whatever nature thereto (collectively"Taxes"), “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer United Kingdom or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes relevant jurisdiction or any Guarantee or by or within any department or political subdivision or authority thereof (each, a “Relevant Taxing Jurisdiction”)or therein having power to tax, unless the Issuer MSXI Limited is compelled by law to deduct or withhold such taxes, duties, assessments or other governmental charges. In such event, MSXI Limited or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall pay such additional amounts in cash (“"Additional Amounts”") as may be necessary to ensure that the net amount amounts received by each Holder the Holders of the U.K. Notes after such withholding or deduction (including shall equal the amounts of such payments that would have been receivable in respect of the U.K. Notes in the absence of such withholding or deduction attributable to deduction, except that no such Additional Amounts shall be payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay no Additional Amounts to a Holder or beneficial owner in respect of any Note: U.K. Note (i) presented for payment of principal more than 60 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in New York City by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders by the Trustee, except to the extent that the Taxes giving rise Holders would have been entitled to such Additional Amounts would not have been on presenting such U.K. Note for payment on the last day of the applicable 60 day period, (ii) if any tax, assessment or other governmental charge is imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising withheld by reason of the acquisition, ownership, holding or disposition of Notes or failure to comply by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or or, if different, the beneficial owner of Notes, following the Issuer’s written interest payable on the U.K. Note with a timely request of MSXI Limited addressed to the Holder, to the extent such Holder or beneficial owner to complete and return an official document concerning the nationality, residence, identity or connection with the United Kingdom or any relevant jurisdiction of such Holder or beneficial owner which is legally entitled to do so, to comply with any certification, identification, information required or other reporting requirements, whether required imposed by a statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, the United Kingdom or any relevant jurisdiction as a precondition to exemption fromfrom all or part of such tax, assessment or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification governmental charge and provided that the request to so comply is made in writing and delivered to such Holder or beneficial owner owner, as applicable, not later than 60 days prior to the date by which the delivery of such official document is not resident in the Relevant Taxing Jurisdiction); required, (iii) with respect to any estate, inheritance, gift, sales, transfer held by or personal property tax or any similar Taxes; (iv) if such on behalf of a Holder who is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the liable for Taxes giving rise to such Additional Amounts would not have been imposed on in respect of such payment had U.K. Note by reason of having some connection with the United Kingdom or any relevant jurisdiction (or any political subdivision or authority thereof) other than the mere purchase, holding or disposition of any U.K. Note, or the receipt of principal or interest in respect thereof, including, without limitation, such Holder being or having been the beneficiarya citizen or resident thereof or being or having been present or engaged in a trade or business therein or having had a permanent establishment therein, partner or sole beneficial owner, as the case may be, of (iv) where such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual who is resident for tax purposes in a jurisdiction which is a member state of the European Union (whether such payment is made through a paying agent or otherwise) and that is required to be made pursuant to the European Council Union Directive 2003/48/EC of 3 June 2003 on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive Directive. and any combination of (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26i), 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying withii), (iii), or introduced in order to conform to, such agreement; and (viiiv) nor shall Additional Amounts be paid with respect to any combination payment of the items listed above. principal of, or any interest on, any U.K. Note to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial owner would not have been entitled to any Additional Amounts had such beneficiary or settlor or beneficial owner been the Holder. MSXI Limited or such Guarantor will also (ca) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required compelled by applicable law and (b) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority authority in accordance with all applicable lawslaw. The Issuer and the Guarantors shall make reasonable efforts to obtain certified MSXI Limited or such Guarantor will furnish copies of tax such receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction in such form as provided in the normal course by the taxing authority imposing such Taxes. The Issuer Taxes and the Guarantors shall provide as is reasonably available to MSXI Limited or such Guarantor to the Trustee, Trustee within a reasonable time 60 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy receipt of tax receipts evidencing such payment, or, if evidence. The Trustee will make such tax receipts are not reasonably evidence available to the Issuer Holders of U.K. Notes upon request. All references herein and in this Indenture or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect U.K. Notes to the Notes is due and payable, if the Issuer principal of or any Guarantor interest on a U.K. Note shall be obligated deemed to pay include, without duplication, any Additional Amounts with respect to such payment (unless such obligation to payable in connection therewith. MSXI Limited will pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, court or documentary taxes or any other excise or other similar property taxes, charges and duties, including interest and penalties with respect thereto, imposed by or similar levies that arise in any Relevant Taxing Jurisdiction in respect of jurisdiction from the execution, issue, delivery or registration or delivery of the U.K. Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12U.K. Notes. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.

Additional Amounts. (a) All payments that made by or on behalf of the Issuer makes Corporation under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer Government of Canada or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department province, territory or political subdivision thereof, or by any authority or agency therein or thereof having power to tax (each, a “Relevant Taxing JurisdictionTaxes”), unless except to the Issuer or such Guarantor, as the case may be, is extent required to withhold or deduct Taxes by law or by the interpretation or administration of lawthereof. If the Issuer or a Guarantor Corporation is so required to withhold or deduct any amount for or on account of such Relevant Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall Corporation will pay such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable will be equal to Additional Amounts payable hereunder) will not be less than the amount the such Holder would have received if such Relevant Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts to a will be payable in respect of any Notes for or on account of: (i) any Relevant Tax imposed by reason that such Holder or beneficial owner of the Notes or other Person entitled to payment under the Notes does not deal at arm’s length within the meaning of the Tax Act with the Corporation, or is a “specified non-resident shareholder” of the Corporation, or does not deal at 20 arm’s length with any Note:Person who is a “specified shareholder” of the Corporation (each as defined in subsection 18(5) of the Tax Act); (iii) any Relevant Tax that would not have been imposed if the Holder, or the beneficial owner, of the Notes complied with the Corporation’s request to provide information concerning his, her or its nationality, residence or identity or to make a declaration, claim or filing or satisfy any requirement for information or reporting that is required to establish the extent eligibility of the Taxes giving rise Holder, or the beneficial owner, of the Notes to receive the relevant payment without (or at a reduced rate of) withholding or deduction for or account of any such Additional Amounts Relevant Tax; (iii) any Relevant Tax that would not have been imposed but for the fact that the Holder’s , or the beneficial owner, of the Notes (or any fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, such Holder or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent if such Holder or beneficial owner is legally entitled to do soan estate, to comply with any certificationtrust, identificationpartnership, information limited liability company or other reporting requirementscorporation) was a resident, whether required by statute, treaty, regulation domiciliary or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption fromnational of, or reduction engaged in the rate of deduction business or withholding ofmaintained a permanent establishment or was physically present in, Taxes imposed by the Relevant Taxing Jurisdiction (includingCanada or any province, without limitationterritory or political subdivision thereof, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction)otherwise had some connection with Canada or any province, territory or political subdivision thereof, other than merely holding such Notes, or receiving payments under such Notes; (iiiiv) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxestax with respect to the Notes; (ivv) if such any Relevant Tax that is levied or collected otherwise than by withholding from payments on or in respect of the Notes; (vi) any withholding or deduction imposed pursuant to or in connection with (i) Sections 1471 to 1474 of the United States Internal Revenue Code of 1986, or any successor version thereof, or any similar legislation imposed by any other governmental authority, (ii) any agreements (including intergovernmental agreements) with respect thereto, or (iii) any treaty, law, regulation, or official interpretation enacted by Canada or any other governmental authority implementing any of the foregoing; or (vii) any combination of the foregoing. In addition, the Corporation will not pay Additional Amounts to any Holder who is a fiduciary or partnership or Person other than the sole beneficial owner of the payment subject to the Relevant Tax, to the extent such payment and would, under the Taxes giving rise laws of Canada or any province, territory or political subdivision thereof, be treated as being derived or received for tax purposes by a beneficiary or settlor with respect to such Additional Amounts fiduciary or a member of such partnership or a beneficial owner who would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note entitled to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have had it been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later;Notes. (vib) If the Corporation is required by law or by the interpretation or administration thereof to withhold or deduct any Relevant Taxes from any payment under or with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on Notes, the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive Corporation will (the “EU Savings Tax Directive”i) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and (ii) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority authority in accordance with all applicable lawslaw. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide Corporation will furnish to the TrusteeHolders, within a reasonable time 30 days after the date the 21 payment of any Relevant Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy copies of tax receipts or other documents evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer Corporation. (c) If the Corporation is required by law or by the interpretation or administration thereof to withhold or deduct any Relevant Taxes from any payment under or with respect to the Notes for which the Corporation would then have been required to pay Additional Amounts under paragraph (a) of this Section 4.5 and fails to so withhold or deduct, the Corporation will indemnify and hold harmless each Holder for the amount of (i) such GuarantorRelevant Taxes levied or imposed on and paid by such Holder, (ii) any liability (including penalties, interest and expenses) arising from such Relevant Taxes, and (iii) any Relevant Taxes imposed with respect to any payment under clauses (i) or (ii) of this paragraph (c) of this Section 4.5. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall Corporation is aware that it will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)payment, the Issuer or such Guarantor shall Corporation will deliver to the Trustee an Officerofficer’s Certificate certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Wherever in the Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) there is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer tomentioned, in any context, the payment of principal, principal (and premium, if any), interest or any other amount payable under or with respect to any Note, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, provided for in this Section 4.5 to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12thereof. (gf) The Issuer If the Corporation shall have completed any transaction permitted pursuant to Section 8.1 of the Principal Indenture whereby the successor Person is organized under the laws of a country other than Canada or any of its political subdivisions, all references in this Section 4.5 to Canada and its political subdivisions shall be deemed to be references to both Canada and the Guarantors, jointly country in which such successor Person is organized or resident (or deemed resident for tax purposes) and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such paymentstheir respective political subdivisions.

Additional Amounts. (a) All payments that made by the Issuer makes under or with respect to the Notes or that Securities, by the Guarantors make Company under or with respect to the Guarantees shall Company Guarantee and by any Subsidiary Guarantor under or with respect to its Subsidiary Guarantee (the Issuer, the Company and any such Subsidiary Guarantor being referred to for purposes of this Section individually as an "OBLIGOR" and collectively as the "OBLIGORS") will be made free and clear of of, and without withholding or deduction for or on account of of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer applicable Obligor or such Guarantorany successor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of lawthereof by the relevant governmental authority or agency. If any Obligor or any successor, as the Issuer or a Guarantor case may be, is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesSecurities, the Issuer Company Guarantee or the Guarantorany Subsidiary Guarantee, as the case may be, shall such Obligor will pay such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay ; PROVIDED that no Additional Amounts will be payable with respect to a payment made to a Holder or (an "EXCLUDED HOLDER") in respect of a beneficial owner of any Note: (i) to with which the extent Issuer does not deal at arm's-length (within the Taxes giving rise meaning of the Income Tax Act (Canada)) at the time of making such payment or (ii) which is subject to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising Taxes by reason of its being connected with Canada or any province or territory thereof otherwise than by the mere acquisition, ownership, holding or disposition of Notes Securities or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); thereunder. The Obligors will also (iiA) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and (B) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority government authority in accordance with all applicable lawslaw. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide Obligors will furnish to the TrusteeHolders, within a reasonable time 30 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy copies of tax receipts evidencing such payment. The Obligors will, orjointly and severally, if indemnify and hold harmless each Holder (other than an Excluded Holder) and upon written request reimburse each such tax receipts are not reasonably available Holder for the amount of (1) any Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to the Issuer Securities, the Company Guarantee or any Subsidiary Guarantee, (2) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (3) any Taxes imposed with respect to any reimbursement under (1) or (2) so that the net amount received by such Guarantor, ▇▇▇▇▇▇ after such other documentation that provides reasonable evidence of reimbursement will not be less than the net amount the Holder would have received if Taxes on such payment by the Issuer or such Guarantorreimbursement had not been imposed. (db) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes Securities is due and payable, if the Issuer or any Guarantor shall will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)payment, the Issuer or such Guarantor shall will deliver to the Trustee an Officer’s Officers' Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable and setting will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice Whenever in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) there is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer tomentioned, in any context, the payment of principal, principal (and premium, if any), redemption price, Change of Control Payment, Prepayment Offer, purchase price, interest or any other amount payable under or with respect to any NoteSecurity, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12thereof. (gc) The Issuer will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Securities or any other document or instrument in relation thereto, or the receipt of any payments with respect to the Securities, excluding such taxes, charges or similar levies imposed by any jurisdiction outside of Canada, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and has agreed to indemnify the Holders for any such taxes paid by such Holders. (d) The foregoing obligations shall survive any termination, defeasance or discharge of this Indenture and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request payment of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made all amounts owing under or with respect to the Notes held by such Holder or Securities, the Guarantee and any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such paymentsSubsidiary Guarantee.

Additional Amounts. (a1) All Any payments that made by or on behalf of the Issuer makes Corporation under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall Debentures will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (includingcharge, without limitationexcluding, penaltiesin respect of a Holder or Beneficial Holder, interest branch profits taxes, franchise taxes and other similar liabilities related thereto) of whatever nature taxes imposed on net income or capital (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer Corporation or such Guarantor, as the case may be, any other payor is required to withhold or deduct Taxes by law Applicable Law or by the interpretation or administration of lawthereof by a relevant Governmental Authority. If the Issuer Corporation or any other payor of any amount under or in respect of the Debentures (including any amount paid in respect or proceeds of disposition of the Debenture to a Guarantor Debentureholder) is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesDebentures in respect of any such payment by the Corporation, the Issuer Corporation will make such withholding or deduction and will remit the Guarantorfull amount withheld or deducted to the relevant Governmental Authority as and when required by Applicable Law and the Corporation will pay to the Trustee or, as in respect of any amount paid by any payor other than the case may be, shall Corporation of any amount under or in respect of the Debentures (including any amount paid in respect of proceeds of disposition of the Debentures to a Debentureholder) will pay to each Debentureholder such additional amounts in cash (the “Additional Amounts”) as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the such Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts will be payable with respect to any payment to a Holder or beneficial owner (an “Excluded Holder”) in respect of any Note: a Beneficial Holder who is liable for such Taxes in respect of such Debentures (i) to by reason of such Holder or Beneficial Holder being a Person with whom the extent the Taxes giving rise to such Additional Amounts would Corporation is not have been imposed but dealing at arm’s length for the Holder’s or beneficial owner’s purposes of the Income Tax Act (Canada) (the “Tax Act”) at the time of making such payment, (ii) by reason of the existence of any present or former connection with between such Holder or Beneficial Holder and the Relevant Taxing Jurisdiction (jurisdiction imposing such Tax, other than a connection arising than, in either case, solely by reason of the acquisitionHolder’s activity in connection with purchasing the Debentures, ownershipthe mere holding, holding deemed holding, use or disposition ownership of Notes the Debentures, or receiving payments under or enforcing any rights in respect of such Debentures, (iii) by reason of such Holder or Beneficial Holder being a “specified shareholder” of the Corporation (within the meaning of Section 18(5) of the Tax Act) at the time of payment or deemed payment, or by reason of such Holder or Beneficial Holder not dealing at arm’s length for the receipt purposes of payments thereunder the Tax Act with a “specified shareholder” of the Corporation at the time of payment or under any Guarantee or the exercise or enforcement deemed payment; (iv) by reason of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner Beneficial Holder of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, a Debenture to comply with any certification, identification, information or other reporting requirements, whether requirements if such compliance is required or imposed by a statute, treaty, treaty or regulation or administrative practice of a Relevant Taxing Jurisdiction, the relevant Governmental Authority as a precondition to exemption from, from or reduction in the rate all or part of such Taxes, deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction withholding; or (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iiiv) with respect to for any estate, inheritance, gift, sales, transfer or personal property tax sales or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c2) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time Within 90 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable lawApplicable Law, either a certified copy the Trustee will furnish to the Corporation copies of tax receipts evidencing such payment, orreceipts, if such tax receipts are not reasonably available to the Issuer or such Guarantorany, such other documentation that provides reasonable evidence of evidencing such payment by the Issuer or such GuarantorTrustee. (d3) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes Debentures is due and payable, if the Issuer or any Guarantor shall Corporation to its knowledge will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)payment, the Issuer or such Guarantor shall Corporation will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and setting will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the date payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrumentis due. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f4) Whenever in this Indenture or the Notes refer toin any Debenture there is mentioned, in any context, the payment of principal, principal (and premium, if any), a purchase price pursuant to an offer to purchase, interest or any other amount payable under or with respect to any NoteDebenture, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12thereof. (g5) The Issuer and the Guarantors, jointly and severally, shall Corporation will indemnify and hold harmless the Holders, and, each Holder (other than an Excluded Holder) and upon written request reimburse each of any Holder, reimburse such Holder the Holders for the amount of (i) any Taxes so levied or imposed and paid by the Holder as a Relevant Taxing Jurisdiction and payable by such Holder in connection with result of payments made under or with respect to the Notes held Debentures (including any amount paid by such Holder or any Guarantees; the Corporation in respect of proceeds of disposition of the Debenture to a Holder), and (ii) any Taxes levied or imposed and paid by the Holder with respect to any reimbursement under the foregoing clause (i) above, but excluding any Taxes on such Holder’s net income or this clause capital. (ii), so that 6) If the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Corporation pays any indemnity or Additional Amounts hereunder under this Section 2.22 to a Holder and the Holder or to the extent such Beneficial Holder received Additional Amounts at any time thereafter receives a refund in respect of Taxes or a credit with respect to payment of Taxes, then such paymentsHolder or Beneficial Holder shall promptly pay to the Corporation the amount of such refund or credit net of all out-of-pocket expenses reasonably incurred by the Holder or Beneficial Holder to obtain such refund or credit.

Additional Amounts. (a) All Unless otherwise specified with respect to any Securities pursuant to Section 3.1, all payments that made by the Issuer makes Corporation under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall Securities of any series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of the Government of Canada or of any jurisdiction in which the Issuer province or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee territory thereof or by any authority or within any department agency therein or political subdivision thereof having power to tax (each, a “Relevant Taxing Jurisdiction”hereinafter "TAXES"), unless the Issuer or such Guarantor, as the case may be, Corporation is required to withhold or deduct Taxes by law or by the interpretation or administration of lawthereof. If the Issuer or a Guarantor Corporation is so required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the NotesSecurities, the Issuer or the Guarantor, as the case may be, shall Corporation will pay such additional amounts in cash (“Additional Amounts”"ADDITIONAL AMOUNTS") as may be necessary to ensure so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to and after deducting Taxes on such Additional Amounts payable hereunderAmounts) will not be less than the amount the Holder would have received if 75 such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay ; PROVIDED that no Additional Amounts to a Holder or beneficial owner of any Notewill be payable: (i1) to any Person in respect of whom such Taxes are required to be withheld or deducted as a result of such Person not dealing at arm's length with the extent Corporation (within the meaning of the INCOME TAX ACT (Canada)); (2) to any Person by reason of such Person being connected with Canada (otherwise than merely by holding or ownership of any series of Securities or receiving any payments or exercising any rights thereunder), including without limitation a non-resident insurer who carries on an insurance business in Canada and in a country other than Canada; (3) for or on account of any Taxes giving rise to such Additional Amounts which would not have been so imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (iii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, such Security or Coupon for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for for, whichever occurs laterlater or (ii) the Holder's failure to comply with any certification, identification, information, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from or a reduction in the rate of deduction or withholding of, any such taxes, assessment or charge; (vi4) for or on account of any estate, inheritance, gift, sales, transfer, personal property tax or any similar tax, assessment or other governmental charge; (5) for or on account of any Taxes required to be withheld by any Paying Agent from any payment to a Person in respect of any Security, if such payment can be made to such Person without such withholding by at least one other Paying Agent the identity of which is provided to such Person; (6) for or on account of any Taxes which are payable otherwise than by withholding from a payment in respect of such Security; or (7) for any combination of items (1), (2), (3), (4), (5) and (6); nor will Additional Amounts be paid with respect to any withholding or deduction that is imposed payment on a Security to a Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to an individual and that is the extent such payment would be required by the laws of Canada (or any political subdivision thereof) to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down included in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) income for Canadian federal income tax purposes of a beneficiary or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) settlor with respect to any combination such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to payment of the items listed above. (c) The Issuer and Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence Holder of such payment by the Issuer or such Guarantor. (d) Security. At least 30 calendar 10 days prior to each date on which any payment under or with respect to the Notes Securities is due and payable, if the Issuer or any Guarantor shall Corporation will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)payment, the Issuer or such Guarantor shall Corporation will deliver to the Trustee an Officer’s Officers' Certificate stating the fact that such Additional Amounts will be payable and payable, the amounts so payable and setting will 76 set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts Corporation will be payable and describing its obligations furnish to pay such amounts. In additionthe Holders of the Securities, within 30 days after the Issuer or date the payment of any GuarantorTaxes is due pursuant to applicable law, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise certified copies of tax receipts or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed documents evidencing such payment by any Relevant Taxing Jurisdiction the Corporation. Whenever in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) there is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer tomentioned, in any context, the payment of principal, principal (and premium, if any), Redemption Price, interest or any other amount payable under or with respect to any Note, Security such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, provided for in this Section to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to the provisions of this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder express mention of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts with respect to in those provisions hereof where such paymentsexpress mention is not made (if applicable). The obligations of the Corporation under this Section 10.5 shall survive the termination of the Indenture.

Additional Amounts. (a) All payments that to be made by the Issuer makes Borrower under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees this Agreement shall be made in full without set-off or counterclaim, free and clear of and without withholding or deduction for or on account of any present or future taxTaxes imposed by any taxing authority of or in, dutyor having authority to tax in, levyUkraine, impost, assessment the United Kingdom or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of any jurisdiction Qualifying Jurisdiction in which the Issuer Lender or any Guarantor successor thereto is organized or is a resident for tax purposes or from any political sub-division or through which any of authority thereof or therein having the foregoing makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof power to tax (each, each a “Relevant Taxing JurisdictionAuthority”), unless the Issuer Borrower is required by applicable law to make such payment subject to the deduction or withholding of such Guarantor, as Taxes. In the case may be, event that the Borrower is required to withhold make any such payment subject to deduction or deduct Taxes by law or by withholding of any such Tax the interpretation or administration of law. If Borrower shall, on the Issuer or a Guarantor is required to withhold or deduct any amount due date for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notessuch payment, the Issuer or the Guarantor, as the case may be, shall pay such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the Holder would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing, each of the Issuer and the Guarantors shall pay no Additional Amounts to a Holder or beneficial owner of any Note: (i) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the Holder’s or beneficial owner’s present or former connection with the Relevant Taxing Jurisdiction (other than a connection arising by reason of the acquisition, ownership, holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee Lender or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); (ii) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial ownerTrustee, as the case may be, receives a net amount in U.S. dollars which, following any such deduction or withholding on account of Taxes, shall be not less than the full amount which it would have received had the payment been made without such deduction or withholding and shall deliver to the Lender (or the Trustee, as the case may be) without undue delay, evidence satisfactory to the Lender (or the Trustee, as the case may be) of such Note (but only if there is no material cost deduction or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner withholding and no restriction on such transfer that is outside of the control of such beneficiary, partner or sole beneficial owner); (v) accounting therefor to the extent relevant authority. For the Taxes giving rise to such avoidance of doubt, this Clause 8.1 (Additional Amounts would Amounts) shall not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect apply to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive Taxes assessed on the taxation of savings income which was adopted by Lender in the ECOFIN Council on June 3, 2003 United Kingdom (or any law implementing or complying with, or introduced in order Qualifying Jurisdiction) by reference to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed aboveits overall net income. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (db) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes Loan is due and payable, if the Issuer or any Guarantor shall Borrower will be obligated obliged to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)payment, the Issuer or such Guarantor shall Borrower will deliver to the Trustee Lender (and to the Trustee) an Officer’s Officers’ Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrumentpayable. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (fc) Whenever this Indenture or the Notes refer toAgreement mentions, in any context, the payment of principal, amounts based upon the principal or premium, if any, interest or of any other amount payable under or with respect to any Notethe Loan, such reference shall be deemed to include mention of the this includes, without duplication, payment of any Additional Amounts or indemnification payments and Indemnity Amounts that may be applicable. The foregoing provisions shall apply, modified as described hereundernecessary, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes imposed or levied or imposed by a Relevant any Taxing Jurisdiction and payable by such Holder Authority in connection with payments made under or with respect any jurisdiction in which any successor obligor to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such paymentsBorrower is organised.

Additional Amounts. (a) All payments that made by the Issuer makes Company under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including, without limitation, including penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of the Government of Canada or of any jurisdiction in which the Issuer province or any Guarantor is organized or is a resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or any Guarantee territory thereof or by any authority or within any department agency therein or political subdivision thereof having power to tax (each, a “Relevant Taxing Jurisdiction”hereinafter "Taxes"), unless the Issuer or such Guarantor, as the case may be, Company is required to withhold or deduct Taxes by law or by the interpretation or administration of lawthereof. If the Issuer or a Guarantor Company is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer or the Guarantor, as the case may be, shall Company will pay such additional amounts in cash (“"Additional Amounts”") as may be necessary to ensure so that the net amount received by each Holder or owner of a beneficial interest in a Global Note (including Additional Amounts) after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount the such Holder or owner of a beneficial interest in a Global Note would have received if such Taxes had not been withheld or deducted. (b) Notwithstanding the foregoing; provided, each of the Issuer and the Guarantors shall pay however, that no Additional Amounts will be payable with respect to a payment made to a Holder or beneficial owner of any Note: a beneficial interest in a Global Note (an "Excluded Holder") (i) to with which the extent Company does not deal at arm's length (within the Taxes giving rise meaning of the Income Tax Act (Canada)) at the time of making such payment, or (ii) which is subject to such Additional Amounts would not have been imposed but for the Holder’s Taxes by reason of its being connected with Canada or beneficial owner’s present any province or former connection with the Relevant Taxing Jurisdiction (other territory thereof otherwise than a connection arising solely by reason of the acquisitionHolder's activity in connection with purchasing the Notes, ownership, by the mere holding or disposition of Notes or by reason of the receipt of payments thereunder or under any Guarantee or the exercise or enforcement of rights under any Notes or this Indenture or under any Guarantee); thereunder. The Company will also (iia) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the failure of the Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holder, to the extent such Holder or beneficial owner is legally entitled to do so, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iii) with respect to any estate, inheritance, gift, sales, transfer or personal property tax or any similar Taxes; (iv) if such Holder is a fiduciary or partnership or Person other than the sole beneficial owner of such payment and the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner); (v) to the extent the Taxes giving rise to such Additional Amounts would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for whichever occurs later; (vi) with respect to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; and (vii) with respect to any combination of the items listed above. (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and (b) remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority authority in accordance with all applicable lawslaw. The Issuer and Company will furnish the Guarantors shall make reasonable efforts to obtain certified copies Holders of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the TrusteeNotes, within a reasonable time 30 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy copies of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer Company. The Company will upon written request of each Holder (other than an Excluded Holder), reimburse each such Holder or owner of a beneficial interest in a Global Note, for the amount of (x) any Taxes so levied or imposed and paid by such Guarantor. Holder or owner of a beneficial interest in a Global Note as a result of payments made under or with respect to the Notes, and (dy) any Taxes so levied or imposed with respect to any reimbursement under the foregoing Clause (x) but excluding any such Taxes on such H▇▇▇▇▇'s net income so that the net amount received by such Holder (net of payments made under or with respect to the Notes) after such reimbursement will not be less than the net amount the Holder would have received if Taxes on such reimbursement had not been imposed. At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall Company will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter)payment, the Issuer or such Guarantor shall Company will deliver to the Trustee an Officer’s Officers' Certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and setting will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. The Issuer shall promptly publish a notice Whenever in accordance with Section 13.02 stating that such Additional Amounts will be payable and describing its obligations to pay such amounts. In addition, the Issuer or any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, registration or delivery of the Notes or any Guarantee or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes or any Guarantee and/or any other such document or instrument. (e) The foregoing provisions shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any Surviving Entity (as defined in Section 5.01(b)(i)) is organized or resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction from or through which payment is made by such Surviving Entity. (f) Whenever this Indenture or the Notes refer toany Note there is mentioned, in any context, the payment of principalprincipal of, premium, if any, Redemption Price, Purchase Price, interest or any other amount payable under or with respect to any Note, such reference mention shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that that, in such context context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to thereof. The obligations of the Company under this Section 4.12. (g) The Issuer 1008 shall survive the termination of this Indenture and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request payment of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made all amounts under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such paymentsNotes.

Additional Amounts. (a) All payments that made by or on behalf of the Issuer makes Company under or with respect to the Notes or that the Guarantors make under or with respect to the Guarantees shall be made free and clear of and without withholding or deduction for or on account of any present or future taxTaxes, duty, levy, impost, assessment unless the Company is required to withhold or other governmental charge (including, without limitation, penalties, interest and other similar liabilities related thereto) deduct Taxes by law or by the interpretation or administration thereof. If the Company is so required to withhold or deduct any amount for or on account of whatever nature (collectively, “Taxes”) Taxes imposed or levied by or on behalf of any jurisdiction (other than the United States) in which the Issuer Company is organized, resident or any Guarantor is organized or is a resident carrying on business for tax purposes or from or through which any of the foregoing Company makes any payment on the Notes or any Guarantee or by or within any department or political subdivision thereof (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or such Guarantor, as the case may be, is required to withhold or deduct Taxes by law or by the interpretation or administration of law. If the Issuer or a Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction ) from any payment made under or with respect to the Notes, the Issuer or Company, subject to the Guarantorexceptions stated below, as the case may be, shall will pay such additional amounts in cash (“Additional Amounts”) as may be necessary to ensure such that the net amount received in respect of such payment by each Holder or beneficial owner after such withholding or deduction (including withholding or deduction attributable to Additional Amounts payable hereunderhereunder but excluding Taxes on net income) will not be less than the amount the Holder or beneficial owner, as the case may be, would have received if such Taxes had not been required to be so withheld or deducted. For the avoidance of doubt, references to the Notes in this Section 2.05 include both Separate Notes and Component Notes. (b) Notwithstanding the foregoingThe Company will not, each of the Issuer and the Guarantors shall however, pay no Additional Amounts to a Holder or beneficial owner of any Notewith respect to: (i) Canadian withholding Taxes imposed on a payment to a Holder or beneficial owner with which the extent Company does not deal at arm’s length for the purposes of the Income Tax Act (Canada) (the “Tax Act”) at the time of making such payment (other than where the non-arm’s length relationship arises as a result of the exercise or enforcement of rights under any Notes); (ii) a debt or other obligation to pay an amount to a person with whom the Company is not dealing at arm’s length within the meaning of the Tax Act (other than where the non-arm’s length relationship arises as a result of the exercise or enforcement of rights under any Notes); (iii) any Canadian withholding Taxes imposed on a payment or deemed payment to a Holder or beneficial owner by reason of such Holder or beneficial owner being a “specified shareholder” of the Company (within the meaning of subsection 18(5) of the Tax Act) or “specified entity” of the Company (within the meaning of section 18.4 of the Tax Act) at the time of payment or deemed payment, or by reason of such Holder or beneficial owner not dealing at arm’s length for the purposes of the Tax Act with a “specified shareholder” of the Company at the time of payment or deemed payment (other than where the Holder or beneficial owner is a “specified shareholder,” does not deal at arm’s length with a “specified shareholder,” or is a “specified entity” as a result of the exercise or enforcement of rights under any Notes); (iv) Taxes giving rise to such Additional Amounts that would not have been imposed but for the Holder’s or beneficial owner’s existence of any present or former connection with between such Holder (or the beneficial owner of, or person ultimately entitled to obtain an interest in, such Notes, including a fiduciary, settler, beneficiary, member, partner, shareholder or other equity interest owner of, or possessor of power over, such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company, corporation or other entity) and the Relevant Taxing Jurisdiction (other than including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, the Relevant Taxing Jurisdiction but not including any connection arising by reason of resulting solely from the acquisition, ownership, holding or disposition of Notes or by reason of Notes, the receipt of payments thereunder or under any Guarantee or and/or the exercise or enforcement of rights under any Notes or this Indenture or under any GuaranteeNotes); (iiv) to the extent the Taxes giving rise to such Additional Amounts that would not have been imposed but for the failure of the such Holder or beneficial owner of Notes, following the Issuer’s written request addressed to the Holderowner, to the extent such Holder or beneficial owner is legally entitled eligible to do so, to comply with timely satisfy any certification, identification, information information, documentation or other reporting requirementsrequirements concerning such Holder’s or beneficial owner’s nationality, whether residence, identity or connection with the Relevant Taxing Jurisdiction or arm’s length relationship with the Company or otherwise establish the right to the benefit of an exemption from, or reduction in the rate of, withholding or deduction, if such compliance is required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction or withholding of, such Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (iiivi) with respect to any estate, inheritance, gift, sales, transfer or transfer, personal property tax property, excise or any similar TaxesTaxes or assessment; (ivvii) if such any Taxes that were imposed with respect to any payment on a Note to any Holder who is a fiduciary or partnership or Person person other than the sole beneficial owner of such payment and to the extent the Taxes giving rise to such Additional Amounts would not have been imposed on such payment had such the Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of such Note (but only if there is no material cost or expense associated with transferring such Note to such beneficiary, partner or sole beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or sole beneficial owner)Note; (vviii) to Taxes imposed on, or deducted or withheld from, payments in respect of the extent the Taxes giving rise to Notes if such Additional Amounts would not payments could have been imposed but made without such imposition, deduction or withholding of such Taxes had such Notes been presented for the presentation by the Holder of any Note, payment (where presentation is required, for payment on a date more than ) within 30 days after the date on which payment such payments or such Notes became due and payable or the date on which payment thereof is duly provided for for, whichever occurs lateris later (except to the extent such Holder or beneficial owner would have been entitled to such Additional Amounts had such Notes been presented on the last day of such 30-day period); (viix) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes; (x) any Taxes that are imposed or withheld as a result of the presentation of any Note for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction that is imposed on a payment by presenting the relevant Note to an individual and that is required to be made pursuant to the European Council Directive on the taxation of savings income which was adopted by the ECOFIN Council on June 3, 2003 or any law implementing or complying with, or introduced in order to conform to such directive (the “EU Savings Tax Directive”) or is required to be made pursuant to the Agreement between the European Community and the Swiss Confederation dated October 26, 2004 providing for measures equivalent to those laid down in the EU Savings Tax Directive (the “EU-Swiss Savings Tax Agreement”) or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreement; andanother paying agent; (viixi) with respect to any Taxes imposed under FATCA; or (xii) any combination of the foregoing items listed above(i) through (xi). (c) The Issuer and the Guarantors shall also make such withholding or deduction of Taxes required by applicable law and remit the full amount of Taxes so deducted or withheld to the relevant Taxing Authority in accordance with all applicable laws. The Issuer and the Guarantors shall make reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors shall provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor. (d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuer or any Guarantor shall Company will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which such payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Issuer or such Guarantor shall Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and setting will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders and/or beneficial owners on the payment date. . (d) The Issuer shall promptly publish Company will indemnify and hold harmless the Holders and beneficial owners of the Notes for the amount of any Taxes under Regulation 803 of the Tax Act, or any similar or successor provision (other than Taxes described in clauses (i) through (xii) above (but including, notwithstanding clause (ix), any Taxes payable pursuant to Regulation 803 of the Tax Act) or Taxes arising by reason of a notice transfer of the Notes to a person resident in accordance Canada with Section 13.02 stating that whom the transferor does not deal at arm’s length for the purposes of the Tax Act except where such Additional Amounts will be payable non-arm’s length relationship arises as a result of the exercise or enforcement of rights under any Notes) levied or imposed on and describing its obligations paid by such a Holder or beneficial owner as a result of payments made under or with respect to pay such amounts. the Notes. (e) In addition, the Issuer or Company will pay any Guarantor, as the case may be, shall pay (i) any present or future stamp, issue, registration, court, documentation, excise or other similar taxes, charges and duties, including interest any interest, penalties and penalties any similar liabilities with respect thereto, imposed by any Relevant Taxing Jurisdiction at any time in respect of the execution, issueissuance, registration registration, delivery or delivery enforcement of the Notes (other than on or any Guarantee in connection with a transfer of the Notes other than the initial sale by an Underwriter) or any other document or instrument referred to thereunder and (ii) any such taxes, charges or duties imposed by any jurisdiction as a result of, or in connection with, the enforcement of Relevant Taxing Jurisdiction on any payments made pursuant to the Notes or any Guarantee and/or any other such document or instrumentinstrument (limited, solely in the case of taxes, charges or duties attributable to any payments with respect thereto, to any such taxes, charges or duties imposed in a Relevant Taxing Jurisdiction that are not excluded under Sections 2.05(b)(v), (vi), (vii), (viii), (x) and (xi)). (ef) The foregoing provisions shall obligations described under this Section 2.05 will survive any termination, defeasance or discharge of this the Indenture and shall will apply mutatis mutandis to any successor person to the Company and to any jurisdiction (other than the United States) in which any Surviving Entity (as defined in Section 5.01(b)(i)) such successor is organized or is otherwise resident or doing business for tax purposes or any political subdivision or taxing authority or agency thereof or therein or any jurisdiction (other than the United States) from or through which payment is made by such Surviving Entity. (f) successor or its respective agents. Whenever this Indenture or the Notes refer Indenture, with respect to the Notes, refers to, in any context, the payment of principal, premium, if any, installments of principal and interest or any other amount payable under or with respect to any Note, such reference shall be deemed to include mention of the payment of Additional Amounts or indemnification payments as described hereunder, to the extent that in such context Additional Amounts or indemnification payments are, were or would be payable in respect thereof pursuant to this Section 4.12if applicable. (g) The Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holders, and, upon written request of any Holder, reimburse such Holder for the amount of (i) any Taxes levied or imposed by a Relevant Taxing Jurisdiction and payable by such Holder in connection with payments made under or with respect to the Notes held by such Holder or any Guarantees; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such Holder after such reimbursement shall not be less than the net amount such Holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed, provided, however, that the indemnification obligation provided for in this paragraph (g) shall not extend to Taxes imposed for which the eligible Holder of the Notes would not have been eligible to receive payment of Additional Amounts hereunder or to the extent such Holder received Additional Amounts with respect to such payments.